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Chicago Rivet (NYSE: CVR) halts quarterly dividend after shareholder meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Chicago Rivet & Machine Co. reported results of its Annual Meeting of Shareholders and a major change in capital allocation. Seven director nominees were elected to terms ending at the 2027 annual meeting, with votes for individual directors generally around 376,000 to 417,000 and broker non-votes of 276,507 for each. Shareholders also ratified Cherry Bekaert LLP as independent registered public accounting firm for 2026 with 727,269 votes for, 5,655 against and 18,806 abstentions.

Separately, the Board of Directors approved a temporary suspension of the quarterly cash dividend. The company explains this as a deliberate step to redirect cash toward meeting current and future production requirements, launching newly awarded products, strengthening business development, and scaling operations for long-term growth. The Board states it will revisit dividend policy as business conditions and growth objectives evolve.

Positive

  • None.

Negative

  • Suspension of quarterly cash dividend removes an ongoing cash return to shareholders as the company redirects funds toward operations and growth initiatives.

Insights

Dividend suspension redirects cash to operations and growth.

Chicago Rivet & Machine Co. is halting its quarterly cash dividend while it reassesses capital allocation. Management cites the current operating environment and a desire to prioritize production capacity, new product launches, and sales investments.

Dividend suspensions typically matter to income-focused investors because they remove a recurring cash return. Here, the company frames the move as strategic, aiming to support expected sales requirements and long-term growth initiatives instead of near-term payouts.

The Board highlights that it will continue reviewing capital allocation and intends to revisit dividend policy as business conditions and growth objectives change. Future disclosures and financial results will be important to understand whether redirected cash translates into stronger revenue and operational efficiency.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Kent H. Cooney 375,866 votes Election of directors at Annual Meeting
Votes for Kurt Moders 416,426 votes Election of directors at Annual Meeting
Votes for James W. Morrissey 416,743 votes Election of directors at Annual Meeting
Votes for Karen G. Ong 376,355 votes Election of directors at Annual Meeting
Auditor ratification votes for 727,269 votes Ratification of Cherry Bekaert LLP for 2026
Auditor ratification votes against 5,655 votes Ratification of Cherry Bekaert LLP for 2026
Auditor ratification abstentions 18,806 votes Ratification of Cherry Bekaert LLP for 2026
Broker non-votes per director proposal 276,507 votes Election of directors at Annual Meeting
broker non-votes financial
"Votes For | Votes Withheld | Broker Non-Votes Kent H. Cooney | 375,866 | 151,365 | 276,507"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratification of Cherry Bekaert LLP as the Company's independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
quarterly cash dividend financial
"announced that its Board of Directors approved the temporary suspension of the Company’s quarterly cash dividend"
A quarterly cash dividend is a payment made by a company to its shareholders four times a year, usually based on its profits. It is like a regular bonus or reward for owning the company's stock, providing shareholders with income. Many investors see these payments as a sign of the company's stability and its ability to generate consistent profits.
capital allocation priorities financial
"comprehensive review of the Company’s current operating environment, capital allocation priorities, and long-term strategic objectives"
Capital allocation priorities are the order in which a company decides to use its financial resources, such as investing in new projects, paying dividends, reducing debt, or saving for future needs. They matter to investors because they influence a company's growth potential and financial stability, helping them understand how the business plans to grow and return value over time. Proper priorities can indicate a well-managed company focused on sustainable success.
forward-looking statements regulatory
"This discussion contains certain "forward-looking statements" which are inherently subject to risks and uncertainties"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Risk Factors regulatory
"Factors which may cause such differences in events include, those disclosed under "Risk Factors" in our Annual Report on Form 10-K"
Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.
Understanding 8-K Material Events →
0000019871false00000198712026-05-122026-05-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 12, 2026

Chicago Rivet & Machine Co.

(Exact Name of Registrant as Specified in Its Charter)

Illinois

000-01227

36-0904920

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

27755 Diehl Road, Suite 200, Warrenville, Illinois

60555

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code (630) 357-8500

___________________________N/A__________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.00 per share

CVR

NYSE American  (Trading privileges only, not registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07. Submission of Matters to a Vote of Security Holders.

Chicago Rivet & Machine Co.'s (the "Company") Annual Meeting of Shareholders was held on May 12, 2026. At the meeting, (1) the seven director nominees named in the Company's proxy statement dated April 2, 2026 were elected to serve for a term ending at the Annual Meeting in 2027, and (2) the selection of Cherry Bekaert LLP to serve as the Company's independent registered public accounting firm for 2026 was ratified.

The voting results for each proposal are set forth below:

Election of Directors:

 

Votes For

Votes Withheld

Broker Non-Votes

Kent H. Cooney

375,866

151,365

276,507

Kurt Moders

416,426

19,791

276,507

James W. Morrissey

416,743

19,474

276,507

Walter W. Morrissey, M.D.

415,145

21,072

276,507

Karen G. Ong

376,355

150,876

276,507

Gregory D. Rizzo

416,225

19,992

276,507

John L. Showel

376,495

150,736

276,507

 

Ratification of Cherry Bekaert LLP as the Company's independent registered public accounting firm for 2026:

Votes For

Votes Against

Abstentions

Broker Non-Votes

727,269

5,655

18,806

0

 

Item 8.01. Other Events.

On May 14, 2026, the Company announced that its Board of Directors approved the suspension of the Company's quarterly cash dividend.

Attached as Exhibit 99.1 is a copy of the press release relating to the announcement, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release dated May 14, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHICAGO RIVET & MACHINE CO.

 Date: May 14, 2026

By: /s/ Gregory D. Rizzo

 

Name: Gregory D. Rizzo

Title: Chief Executive Officer

 

 

Exhibit 99.1

 

CHICAGO RIVET & MACHINE CO.

27755 DIEHL ROAD, SUITE 200

WARRENVILLE, IL 60555

 

FOR IMMEDIATE RELEASE

 

CHICAGO RIVET & MACHINE CO. ANNOUNCES TEMPORARY SUSPENSION OF QUARTERLY DIVIDEND

 

Warrenville, Illinois, May 14, 2026, Chicago Rivet & Machine Co. (NYSE American: CVR) today announced that its Board of Directors approved the temporary suspension of the Company’s quarterly cash dividend.

 

The decision was made following a comprehensive review of the Company’s current operating environment, capital allocation priorities, and long-term strategic objectives, and reflects a deliberate and proactive step to allocate capital toward critical operational and growth initiatives. In particular, management is prioritizing the deployment of financial resources to focus on meeting expected current and future sales requirements, and investing in our sales efforts to drive revenue growth over the long term.

 

The strategic rationale for the Board’s decision focuses on the following objectives:

 

•
Meeting Production Requirements: Redirecting cash flow to better utilize production capacity, and ensure timely fulfillment of existing and new customer orders.
•
Building the Sales Pipeline: Launching new products that have been recently awarded to the Company, and investing in business development resources to strengthen the Company’s pipeline of future opportunities.
•
Positioning for Long-Term Growth: Enhancing the Company’s ability to scale operations, improve operational efficiency, and capitalize on market demand.

The Company remains focused on supporting its customers, investing in operational efficiencies, and executing initiatives designed to strengthen long-term shareholder value.

 

The Board will continue to evaluate the Company’s capital allocation strategy on an ongoing basis and intends to revisit the dividend policy as business conditions and growth objectives evolve.

 

For further information, please contact Investor Relations at (630) 357-8500.

 

Forward-Looking Statements

 

This discussion contains certain "forward-looking statements" which are inherently subject to risks and uncertainties that may cause actual events to differ materially from those discussed herein. Factors which may cause such differences in events include, those disclosed under "Risk Factors" in our Annual Report on Form 10-K and in the other filings we make with the United States Securities and Exchange Commission. These factors, include among other things: conditions in the domestic automotive industry upon which we rely for sales revenue, the intense competition in our markets, the concentration of

 

our sales with major customers, risks related to export sales, the price and availability of raw materials, supply chain disruptions, labor relations issues, losses related to product liability, warranty and recall claims, costs relating to environmental laws and regulations, information systems disruptions, the loss of the services of our key employees and difficulties in achieving cost savings. Many of these factors are beyond our ability to control or predict. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to publish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Source: View Original Filing on SEC EDGAR

FAQ

What did Chicago Rivet & Machine Co. shareholders approve at the 2026 annual meeting?

Shareholders elected seven directors to terms ending at the 2027 annual meeting and ratified Cherry Bekaert LLP as independent registered public accounting firm for 2026, with 727,269 votes for, 5,655 against, and 18,806 abstentions.

Which directors were elected to Chicago Rivet & Machine Co.'s board in 2026?

Seven nominees were elected: Kent H. Cooney, Kurt Moders, James W. Morrissey, Walter W. Morrissey, M.D., Karen G. Ong, Gregory D. Rizzo, and John L. Showel. Each received more votes for than withheld, with 276,507 broker non-votes per candidate.

What change did Chicago Rivet & Machine Co. make to its quarterly dividend?

The Board approved a temporary suspension of the company’s quarterly cash dividend. Management describes this as a deliberate step to redirect capital toward production needs, new product launches, sales efforts, and long-term growth initiatives instead of near-term cash distributions.

Why did Chicago Rivet & Machine Co. suspend its quarterly dividend?

The company cites a comprehensive review of its operating environment, capital allocation priorities, and long-term strategic objectives. It plans to use cash to meet expected sales requirements, invest in business development, and enhance operational efficiency and scalability for future growth.

Will Chicago Rivet & Machine Co. reinstate the dividend in the future?

The Board describes the suspension as temporary and states it will continually evaluate capital allocation. It intends to revisit the dividend policy as business conditions and growth objectives evolve, but no specific timetable or conditions for reinstatement are provided in this disclosure.

Who is Chicago Rivet & Machine Co.'s independent auditor for 2026?

Shareholders ratified Cherry Bekaert LLP as the company’s independent registered public accounting firm for 2026. The ratification vote received 727,269 votes for, 5,655 against, 18,806 abstentions, and no broker non-votes reported for this proposal.

Filing Exhibits & Attachments

2 documents

Press Releases

Other Documents