UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2025
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________________________ to _________________________________
| Commission file number | 001-14757 |
EVI Industries, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 11-2014231 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| | | |
| 4500 Biscayne Blvd., Suite 340, Miami, Florida | | 33137 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code | 305-402-9300 |
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, $0.025 par value | EVI | NYSE American |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
files).
Yes ☒ No ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☒ |
| | |
| Non-accelerated filer ☐ | Smaller reporting company ☒ |
| | |
| | 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. ☐
Indicate by check mark whether
the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☒
If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether
any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
The aggregate market value as
of December 31, 2024 of the registrant’s common stock, the only class of voting or non-voting common equity of the registrant, held
by non-affiliates of the registrant was approximately $95,922,785, based on the closing price of the registrant’s common stock on
the NYSE American on that date.
The number of outstanding shares
of the registrant’s common stock as of October 17, 2025 was 12,840,637.
DOCUMENTS INCORPORATED BY REFERENCE
None.
| Auditor Firm ID: 243 | Auditor Name: BDO USA, P.C. | Auditor Location: Miami, Florida |
EXPLANATORY NOTE
EVI Industries, Inc. (the “Company”)
is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended June 30, 2025,
as filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2025 (the “Fiscal 2025 Form 10-K”),
solely to provide the remaining information required by Items 10-14 of Part III of Form 10-K. Except as it relates to the provision of
such information, this Amendment does not reflect subsequent events occurring after the filing date of the Fiscal 2025 Form 10-K or modify
or update in any way disclosures made in the Fiscal 2025 Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), this Amendment also contains new certifications of the Company’s principal
executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements
are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation
S-K promulgated by the SEC under the Exchange Act, paragraphs 3, 4 and 5 of the Section 302 certifications have been omitted. In addition,
because no financial statements are included in this Amendment, new certifications of the Company’s principal executive officer
and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with this Amendment.
TABLE OF CONTENTS
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| PART III |
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| Item 10 |
Directors, Executive Officers and Corporate Governance |
1 |
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| Item 11 |
Executive Compensation |
4 |
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| Item 12 |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
11 |
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| Item 13 |
Certain Relationships and Related Transactions, and Director Independence |
12 |
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| Item 14 |
Principal Accountant Fees and Services |
14 |
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| PART IV |
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| Item 15 |
Exhibits and Financial Statement Schedules |
14 |
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| SIGNATURES |
15 |
PART III
Item 10. Directors, Executive
Officers and Corporate Governance.
Executive Officers and Directors
The following table lists the names and ages of
the Company’s executive officers and directors, and their respective positions with the Company.
| Name |
Age |
Position |
| Henry M. Nahmad |
46 |
Chairman, Chief Executive Officer and President |
| Tom Marks |
66 |
Executive Vice President, Business Development and President of West Region |
| Robert H. Lazar |
61 |
Chief Financial Officer and Chief Accounting Officer |
| Dennis Mack |
81 |
Director |
| David Blyer |
65 |
Director |
| Glen Kruger |
50 |
Director |
| Timothy P. LaMacchia |
63 |
Director |
| Hal M. Lucas |
46 |
Director |
Set forth below is certain additional information
for each executive officer and director of the Company, including his principal occupation or employment for at least the previous five
years and, with respect to each director, his specific experience, qualifications, attributes and/or skills which, in the opinion of the
Company’s Board of Directors (the “Board”), qualifies him to serve as a director and are likely to enhance the Board’s
ability to manage and direct the Company’s business and affairs.
Henry Nahmad has served as a director
of the Company and as Chairman, Chief Executive Officer and President of the Company since March 2015. Prior to joining the Company, Mr.
Nahmad served as Chief Executive Officer of Chemstar Corp., a provider of food safety and sanitation solutions, from July 2009 to March
2014. From 2001 to 2004 and from 2007 to 2009, Mr. Nahmad worked in various capacities at Watsco, Inc., the largest distributor of HVAC/R
products. The Board believes that Mr. Nahmad’s knowledge, leadership skills, business relationships, and experience, including with
respect to growth from acquisitions and other strategic transactions, make Mr. Nahmad a valuable member of the Board and benefit the Company,
including with respect to its business, operations and growth strategy.
Tom Marks has served as Executive
Vice President of the Company since October 2016 when he was appointed to such position in connection with the Company’s acquisition
of Western State Design at that time. In December 2018, his corporate title was changed to Executive Vice President, Business Development
and he was named President of the Company’s West Region in January 2021. Mr. Marks has also been employed by Western State Design
since 1987, including as Executive Vice President since 2007.
Robert H. Lazar was appointed to
serve as the Company’s Chief Financial Officer in May 2017 after joining the Company as its Chief Accounting Officer and Vice President
of Finance in January 2017. Mr. Lazar previously served as Chief Accounting Officer and Vice President of Finance for Steiner Leisure
Limited, a provider of spa services and manufacturer and distributor of cosmetics, where he was employed since 2000. Prior to joining
Steiner Leisure Limited, Mr. Lazar worked in various capacities at Arthur Andersen LLP, including as Senior Manager from 1995 to 2000.
Dennis Mack has served as a director
of the Company since 2016. Mr. Mack served as Executive Vice President of the Company from October 2016, when he was appointed to such
position in connection with the Company’s acquisition of Western State Design at that time, until December 2023. He continues to
serve the Company in a non-executive position as strategic advisor to the Company’s Chief Executive Officer. Mr. Mack founded Western
State Design in 1974 and served as its President from its inception through 2020. The Board believes that it benefits from Mr. Mack’s
knowledge of the commercial laundry industry as well as his understanding of the Company’s operations, prospects, products, customers,
suppliers and employees.
David Blyer has served as a
director of the Company since 1998. Since April 2017, Mr. Blyer has served as President and Chief Executive Officer of Arreva LLC,
which provides software to serve the fundraising and donor relationship management needs of nonprofit organizations. Arreva is the
successor by merger to DonorCommunity Inc., a company founded by Mr. Blyer which provided a software platform to non-profit
organizations to assist in their operational and fundraising activities. Mr. Blyer served as President and Chief Executive Officer
of DonorCommunity from August 2010 until the time of its merger with Telosa Software to form Arreva. Mr. Blyer was Co-Chairman of
Stone Profiles LLC (formerly Profiles in Concrete, Inc.), a manufacturer and installer of architectural cast stone for the
residential and commercial construction markets, from January 2005 until March 2010. From July 2002 until January 2005, Mr. Blyer
was an independent consultant. Mr. Blyer was Chief Executive Officer and President of Vento Software, Inc., a developer of software
for specialized business applications, from 1994, when he co-founded Vento, until November 1999, when Vento was acquired by SPSS
Inc., a computer software company that developed and distributed technology for the analysis of data in decision-making and which
merged with a subsidiary of IBM in 2010. From November 1999 until December 2000, Mr. Blyer served as Vice President of Vento and,
from January 2001 until July 2002, he served as President of the Enabling Technology Division of SPSS. The Board believes that Mr.
Blyer brings to the Board broad experience in developing sales and marketing strategies, in addition to business operations skills
gained through his founding and running of a number of diverse companies as well as his leading of a division of SPSS, which at the
time was a publicly-held company. Mr. Blyer has an MBA in finance.
Glen Kruger has served as a director
of the Company since December 2019. Since October 2023, Mr. Kruger has served as Managing Director, Technology & Services Investment
Banking at Raymond James & Associates, a leading global investment bank with expertise in mergers and acquisitions, and capital markets.
Mr. Kruger previously served as a Managing Director, Technology Investment Banking at Houlihan Lokey from November 2021, when Houlihan
acquired his predecessor firm GCA Global, which he joined in 2017. He received a BSc in Mechanical Engineering from the University of
Natal (South Africa) and an MBA from Babson College. The Board believes that Mr. Kruger is a valuable contributor to the Board based on,
among other things, his experience and expertise with respect to the capital markets and merger and acquisition transactions.
Timothy P. LaMacchia has served
as a director of the Company since December 2017. Mr. LaMacchia is a private investor. He was a Partner at Ernst & Young LLP from
2002 until his retirement in June 2017. Prior to joining Ernst & Young LLP, Mr. LaMacchia was a Partner at Arthur Andersen LLP, where
he was employed since 1986. The Board believes that Mr. LaMacchia provides meaningful insight to the Board and makes important contributions
to the Audit Committee, including as a result of his finance and accounting background.
Hal M. Lucas has served as a director
of the Company since 2015. Mr. Lucas is an attorney in private practice. He is a founding partner of the law firm of Lucas Savitz P.L.
(and its predecessor), where Mr. Lucas has practiced since 2011. Prior to that time, Mr. Lucas was an attorney at the law firm of Astigarraga
Davis Mullins & Grossman, P.A. from 2008 to 2011 and at the law firm of Bilzin Sumberg Baena Price & Axelrod LLP from 2004 to
2008. Mr. Lucas also served as Of Counsel to Astigarraga Davis Mullins & Grossman, P.A. from 2011 to 2013. Since 2019, Mr. Lucas has
also served as a director and President of South Tip Holdings, LLC, a Miami, Florida-based hemp and CBD producer. Mr. Lucas obtained his
Juris Doctor degree from The University of Texas School of Law and a Bachelor’s degree in economics and international relations
from The Johns Hopkins University. The Board believes that Mr. Lucas’ experience in legal and business matters gained from his career
as a practicing attorney and his service as President and a director of South Tip Holdings benefits the Company and makes him a valuable
asset to the Board.
Additional Information Regarding Directors
and Executive Officers
Under the Company’s Bylaws, each director
serves for a term expiring at the Company’s next annual meeting of stockholders. Executive officers serve until they resign or are
replaced or removed by the Board of Directors.
There is no family relationship between any director
and executive officer. No director or executive officer has any arrangement or understanding between him and any other person(s) pursuant
to which he is to be selected as a director or officer of the Company.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Exchange Act requires the
Company’s directors, executive officers and 10% stockholders to file initial reports of ownership and reports of changes in ownership
of the Company’s Common Stock and other equity securities, if any, with the SEC and the NYSE American. The Company’s directors,
executive officers and 10% stockholders are required to furnish the Company with copies of all Section 16(a) reports they file. Based
on a review of the copies of such reports furnished to the Company and written representations from the Company’s directors and
executive officers that no other reports were required, the Company believes that its directors, executive officers and 10% stockholders
complied with all Section 16(a) filing requirements applicable to them for the fiscal year ended June 30, 2025 (“fiscal 2025”).
Insider Trading Policy
The Company has adopted an Insider Trading Policy
governing transactions in the Company’s securities (including purchases, sales and other dispositions of the Company’s securities)
by directors, officers and employees of the Company and its subsidiaries, as well as certain affiliates of such individuals, which the
Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing
standards applicable to the Company. A copy of the Company’s Insider Trading Policy is filed as Exhibit 19 to the Company’s
Fiscal 2025 Form 10-K.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct
and Ethics that applies to all of its directors, officers and employees. The Code of Business Conduct and Ethics is supplemented by a
Senior Financial Officers Code of Ethics that applies to the Company’s Chief Executive Officer and any other senior financial officers.
The Code of Business Conduct and Ethics and the Senior Financial Officers Code of Ethics are posted in the “Investors – Governance
– Governance Documents” section of the Company’s website at www.evi-ind.com. Any amendments to, or waivers of,
the Code of Business Conduct and Ethics or Senior Financial Officers Code of Ethics (in each case, to the extent applicable to the Company’s
principal executive officer, principal financial officer or principal accounting officer) will be posted on the Company’s website
or made available by other appropriate means as required or permitted under applicable rules and regulations of the SEC and the NYSE American.
Audit Committee
The Company’s Board of Directors has a standing
Audit Committee. The Audit Committee consists of Timothy P. LaMacchia, Chairman, and Glen Kruger. The Audit Committee is permitted by
its Charter and by the rules of the NYSE American (due to the Company qualifying as a “smaller reporting company” under Regulation
S-K promulgated by the SEC) to be comprised of two members. The Board determined that each member of the Audit Committee is “financially
literate” and “independent” within the meaning of the rules of the NYSE American (including, with respect to their independence,
the additional independence requirements applicable to audit committee members thereunder) and applicable SEC rules and regulations. The
Board also determined that Mr. LaMacchia is qualified as an “audit committee financial expert,” as defined under Item 407
of Regulation S-K promulgated by the SEC.
Item 11. Executive Compensation.
Summary Compensation Table
The following table sets forth certain summary
information concerning compensation which, for the fiscal years ended June 30, 2025 and 2024, the Company paid to, or accrued on behalf
of, Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, and Tom Marks and Robert H. Lazar, the Company’s
next two highest paid executive officers during the fiscal year ended June 30, 2025. Messrs. Nahmad, Marks and Lazar are sometimes hereinafter
referred to individually as a “Named Executive Officer” and collectively as the “Named Executive Officers.”
Name and Principal
Positions(1) |
Fiscal
Year |
Salary(2) |
Bonus(3) |
Stock
Awards(4) |
Option
Awards |
Non-
Equity
Incentive
Plan
Compen-
sation |
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings |
All
Other
Compen-
sation |
Total |
Henry
M. Nahmad
Chairman, Chief Executive
Officer and President |
2025 |
$650,000 |
$650,000 |
$3,999,997 |
- |
- |
- |
$50,838 (5) |
$5,350,835 |
| 2024 |
$650,000 |
$750,000 |
$4,500,009 |
- |
- |
- |
$14,501 |
$5,914,510 |
Tom
Marks
Executive Vice President,
Business Development and
President of West Region |
2025 |
$400,000 |
$300,000 |
$399,988 |
- |
- |
- |
$10,350 |
$1,110,338 |
| 2024 |
$400,000 |
$300,000 |
$500,013 |
- |
- |
- |
$9,900 |
$1,209,913 |
Robert
H. Lazar
Chief Financial Officer and
Chief Accounting Officer |
2025 |
$300,000 |
$60,000 |
$249,985 |
-- |
-- |
-- |
$6,500 |
$616,485 |
| 2024 |
$283,846 |
$60,000 |
$250,017 |
- |
- |
- |
$6,500 |
$600,363 |
| (1) | The Company does not have an employment agreement with any of the Named Executive Officers. The compensation
of the Named Executive Officers is determined by the Compensation Committee of the Board of Directors. Each Named Executive Officer receives
an annual base salary and may receive bonuses, in cash and/or equity awards, pursuant to bonus plans which may be established from time
to time by the Compensation Committee or otherwise at the discretion of the Compensation Committee. Equity awards, if any, are granted
under the Company’s 2015 Equity Incentive Plan, as amended (the “Equity Incentive Plan”). The Named Executive Officers
are also provided certain benefits, including health and welfare benefits and the right to participate in the Company’s participatory
Section 401(k) Profit Sharing Plan described below on the same basis as the Company’s other employees. |
| (2) | Represents the annual base salary paid to the Named Executive Officer during the applicable fiscal year.
Each Named Executive Officer's annual base salary is subject to adjustment from time to time at the discretion of the Compensation Committee.
During October 2023, Mr. Lazar’s annual base salary was increased from $240,000 to $300,000. As described below, Mr. Nahmad’s
annual base salary was increased from $650,000 to $700,000, effective September 29, 2025. |
| (3) | Represents discretionary bonuses paid upon the approval of the Compensation Committee, in each cash, based
upon a subjective evaluation of the performance of the Company and the applicable Named Executive Officer. See “Chief Executive
Officer Compensation” below for information with respect to the bonuses paid to Mr. Nahmad, including the factors considered by
the Compensation Committee in approving such bonuses and the restricted stock awards granted to Mr. Nahmad (as described in footnote 4
below). With respect to the bonuses paid to Mr. Marks and Mr. Lazar and the restricted stock units and awards granted to Mr. Marks and
Mr. Lazar, respectively (as described in footnote 4 below), the Compensation Committee considered, among other things, the recommendations
of Mr. Nahmad and the performance, financial condition and achievements of the Company. The bonus amount for Mr. Marks for each of fiscal
2025 and 2024 is comprised of a $150,000 discretionary cash bonus and a quarterly cash bonus of $37,500 (or a total of $150,000 of quarterly
cash bonuses during each such fiscal year). The payment of the quarterly cash bonus to Mr. Marks is at the discretion of the Compensation
Committee and may be modified or terminated at any time by the Compensation Committee. |
| (4) | Represents the aggregate grant date fair value of (i) in the case of Mr. Nahmad, a restricted stock award
of 248,447 shares of the Company’s Common Stock granted to Mr. Nahmad during September 2024 (which is included in Mr. Nahmad’s
compensation for fiscal 2025) and a restricted stock award of 166,667 shares of the Company’s Common Stock granted to Mr. Nahmad
during October 2023 (which is included in Mr. Nahmad’s compensation for fiscal 2024), (ii) in the case of Mr. Marks, 24,844 restricted
stock units granted to Mr. Marks during September 2024, each of which represents a contingent right to receive one share of the Company’s
Common Stock upon vesting (which is included in Mr. Marks’ compensation for fiscal 2025), and 18,519 restricted stock units granted
to Mr. Marks during October 2023, each of which represents a contingent right to receive one share of the Company’s Common Stock
upon vesting (which is included in Mr. Marks’ compensation for fiscal 2024), and (iii) in the case of Mr. Lazar, a restricted stock
award of 15,527 shares of the Company’s Common Stock granted to Mr. Lazar during September 2024 (which is included in Mr. Lazar’s
compensation for fiscal 2025) and a restricted stock award of 9,134 shares of the Company’ Common Stock granted to Mr. Lazar during
October 2023 (which is included in Mr. Lazar’s compensation for fiscal 2024). Each such grant was made under the Company’s
Equity Incentive Plan upon the approval of the Compensation Committee. Additional information regarding these grants, including the vesting
schedules, is set forth below under “Outstanding Equity Awards at June 30, 2025” and, in the case of the grant to Mr. Nahmad,
“Chief Executive Officer Compensation.” Assumptions used in the calculation of the grant date fair value of the restricted
stock awards and units are included in Note 17 to the Company’s audited consolidated financial statements contained in the Company’s
Fiscal 2025 Form 10-K. Due to the long-term vesting of a majority of these restricted stock awards and units (subject to potential vesting
acceleration under certain circumstances) and the risk of forfeiture until vesting, the present value of the restricted stock awards and
units is significantly less than the grant date fair value presented in the table. |
| (5) | Includes $34,386 of payments for a vehicle lease. |
During September 2025, the Company, upon the approval
of the Compensation Committee, (i) paid discretionary cash bonuses of $850,000 to Mr. Nahmad, $150,000 to Mr. Marks and $90,000 to Mr.
Lazar, and (ii) granted (a) a restricted stock award of 173,635 shares of the Company's Common Stock to Mr. Nahmad, (b) 14,174 restricted
stock units to Mr. Marks, and (c) a restricted stock award of 8,858 shares of the Company's Common Stock to Mr. Lazar. The shares of restricted
stock granted to Mr. Nahmad and restricted stock units granted to Mr. Marks are scheduled to vest 50% on the ten-year anniversary of the
grant date and 50% in four equal annual installments commencing in September 2026, subject to the terms and conditions of the Company’s
Equity Incentive Plan and the related restricted stock award or unit agreement, respectively. Each restricted stock unit represents a
contingent right to receive one share of the Company’s Common Stock upon vesting. The shares of restricted stock granted to Mr.
Lazar are scheduled to vest 100% on the ten-year anniversary of the grant date, subject to the terms and conditions of the Company’s
Equity Incentive Plan and the related restricted stock award agreement. These cash bonuses and restricted stock awards and units are not
reflected in the Summary Compensation Table above but will be included in the applicable Named Executive Officer's compensation for the
fiscal year ending June 30, 2026. In making the compensation decisions with respect to Mr. Marks and Mr. Lazar, the Compensation Committee
considered, among other things, the recommendations of Mr. Nahmad, the current and past compensation of Mr. Marks and Mr. Lazar, and their
respective performance and the performance of the Company during the fiscal 2025. In addition to approving the discretionary cash bonus
and restricted stock award granted to Mr. Nahmad, the Compensation Committee also approved an increase in Mr. Nahmad’s annual base
salary from $650,000 to $700,000, effective September 29, 2025. See “Chief Executive Officer Compensation” below for additional
information with respect to the compensation of Mr. Nahmad.
Chief Executive Officer Compensation
The compensation of Henry M. Nahmad, the Company’s
Chief Executive Officer, is determined by the Compensation Committee. Mr. Nahmad receives an annual base salary and may receive bonuses,
in cash and/or equity awards, pursuant to bonus plans which may be established from time to time by the Compensation Committee or otherwise
at the discretion of the Compensation Committee. He is also provided certain benefits, including health and welfare benefits and the right
to participate in the Company’s participatory Section 401(k) Profit Sharing Plan described below, on the same basis as the Company’s
other employees.
Mr. Nahmad’s annual base salary during fiscal
2025 and fiscal 2024 was $650,000. As described above, during September 2025, the Compensation Committee approved an increase in Mr. Nahmad’s
annual base salary to $700,000, effective September 29, 2025.
During October 2023, the Company paid to Mr. Nahmad
a discretionary cash bonus of $750,000 and granted to Mr. Nahmad a restricted stock award of 166,667 shares of the Company's Common Stock.
Subject to the terms and conditions of the Company’s Equity Incentive Plan and the related restricted stock award agreement, 50%
of the restricted shares will cliff vest on the tenth anniversary of the grant date and 50% of the restricted shares are scheduled to
vest in four equal annual installments, with the first two installments vesting in October 2024 and October 2025, respectively. In approving
the bonus and restricted stock award grant, the Compensation Committee considered, among other things, the success and performance, including
continued growth, of the Company, the continued implementation of the Company’s optimization and modernization initiatives, the
continued success of the Company’s growth strategy, both through organic growth initiatives and the Company’s buy-and-build
growth strategy, the execution of long-term distribution agreements with certain of the Company’s key suppliers and, in each case,
Mr. Nahmad’s role and contributions with respect thereto.
During September 2024, the Company paid to Mr.
Nahmad a discretionary cash bonus of $650,000 and granted to Mr. Nahmad a restricted stock award of 248,447 shares of the Company's Common
Stock. Subject to the terms and conditions of the Company’s Equity Incentive Plan and the related restricted stock award agreement,
50% of the restricted shares will cliff vest on the tenth anniversary of the grant date and 50% of the restricted shares are scheduled
to vest in four equal annual installments, with the first installment vesting in September 2025. In approving the bonus and restricted
stock award grant, the Compensation Committee considered, among other things, the current and past compensation of Mr. Nahmad and the
achievements of the Company under the leadership and direction of Mr. Nahmad, including with respect to its financial performance, business
acquisitions, technology and modernization investments and initiatives, supplier relationships and investor relations.
In addition, as previously described, during September
2025, the Company paid to Mr. Nahmad a discretionary cash bonus of $850,000 and granted to Mr. Nahmad a restricted stock award of 173,635
shares of the Company's Common Stock. Subject to the terms and conditions of the Company’s Equity Incentive Plan and the related
restricted stock award agreement, 50% of the restricted shares will cliff vest on the tenth anniversary of the grant date and 50% of the
restricted shares are scheduled to vest in four equal annual installments beginning in September 2026. In approving the bonus and restricted
stock award grant, the Compensation Committee considered, among other things, the report of Pearl Meyer, a third party executive compensation
consulting firm engaged by the Compensation Committee to assist it with respect to its review and determination of the compensation of
Mr. Nahmad, as the Company’s Chief Executive Officer, as well as the current and past compensation of Mr. Nahmad and his and the
Company’s performance and achievements during fiscal 2025.
See “Compensation Plans and Arrangements”
below for information regarding the accelerated vesting of restricted stock awards in the event of Mr. Nahmad’s death or Disability
(as defined in his restricted stock award agreements) and the potential accelerated vesting in connection with any Change in Control of
the Company (as defined in the Company’s Equity Incentive Plan).
Outstanding Equity Awards at June 30, 2025
The following table sets forth certain information
regarding restricted stock awards (or, in the case of Tom Marks only, restricted stock units) of the Company’s Common Stock held
by the Named Executive Officers as of June 30, 2025. Other than as set forth below, none of the Named Executive Officers held any restricted
stock awards, restricted stock units or other equity-based awards, including stock options, of the Company at June 30, 2025.
| |
Stock Awards(1) |
| Name |
Number of
shares or
units of
stock that
have not
vested (#) |
Market value of
shares of units of
stock that have
not vested
($) |
Equity
incentive
plan awards:
Number of
unearned
shares, units or
other rights that
have not vested
(#) |
Equity
incentive
plan awards:
Market or
payout value of
unearned
shares, units or
other rights that
have not vested
($) |
| Henry M. Nahmad |
311,071 (2) |
$6,790,680 |
- |
- |
| |
311,071 (2) |
$6,790,680 |
- |
- |
| |
93,157 (3) |
$2,033,617 |
- |
- |
| |
71,866 (4) |
$1,568,835 |
- |
- |
| |
151,822 (5) |
$3,314,274 |
- |
- |
| |
145,833 (6) |
$3,183,534 |
- |
- |
| |
248,447 (7) |
$5,423,598 |
|
|
| Tom Marks |
41,250 (8) |
$900,488 |
- |
- |
| |
30,364 (9) |
$662,846 |
- |
- |
| |
16,204 (10) |
$353,733 |
- |
- |
| |
24,844 (11) |
$542,345 |
|
|
| Robert H. Lazar |
18,088 (12) |
$394,861 |
- |
- |
| |
4,468 (13) |
$97,536 |
- |
- |
| |
4,446 (14) |
$97,056 |
- |
- |
| |
10,303 (15) |
$224,914 |
- |
- |
| |
15,182 (16) |
$331,423 |
- |
- |
| |
4,861 (17) |
$106,116 |
- |
- |
| |
3,130 (18) |
$68,328 |
- |
- |
| |
15,527 (19) |
$338,954 |
- |
- |
| (1) | The stock awards for each of Mr. Nahmad and Mr. Lazar represent restricted shares of the Company’s
Common Stock. The stock awards for Mr. Marks represent restricted stock units, each of which represents a contingent right to receive
one share of the Company’s Common Stock upon vesting. The vesting schedules set forth in the following footnotes are as of June
30, 2025 and, in each case, are subject to the terms and conditions of the Company’s Equity Incentive Plan and the related restricted
stock award agreement or restricted stock unit agreement, as the case may be, including as described under “Compensation Plans and
Arrangements” below. |
| (2) | These restricted shares are scheduled to vest on November 5, 2040, the date on which Mr. Nahmad will reach
the age of 62. |
| (3) | 67,751 of these restricted shares are scheduled to vest on November 5, 2040. As of June 30, 2025, the
balance of these restricted shares was scheduled to vest in three remaining equal installments during October 2025 (which installment
has since vested), October 2026 and October 2027. |
| (4) | 46,616 of these restricted shares are scheduled to vest on November 5, 2040. As of June 30, 2025, 17,481
of these restricted shares were scheduled to vest in three remaining equal installments during October 2025 (which installment has since
vested), October 2026 and October 2027. The other 7,769 of these restricted shares is scheduled to vest during November 2025. |
| (5) | 101,215 of these restricted shares are scheduled to vest on September 27, 2032. As of June 30, 2025, the
balance of these restricted shares was scheduled to vest in two remaining equal installments during September 2025 (which installment
has since vested) and September 2026. |
| (6) | 83,333 of these restricted shares are scheduled to vest on October 9, 2033. As of June 30, 2025, the balance
of these restricted shares was scheduled to vest in three remaining equal installments during October 2025 (which installment has since
vested), October 2026 and October 2027. |
| (7) | 124,223 of these restricted shares are scheduled to vest on September 11, 2034. As of June 30, 2025, the
balance of these restricted shares was scheduled to vest in four equal installments during September 2025 (which installment has since
vested), September 2026, September 2027 and September 2028. |
| (8) | 30,000 of these restricted stock units are scheduled to vest on November 3, 2030. As of June 30, 2025,
the balance of these restricted stock units was scheduled to vest in three remaining equal installments during October 2025 (which installment
has since vested), October 2026 and October 2027. |
| (9) | 20,243 of these restricted stock units are scheduled to vest on September 27, 2032. As of June 30, 2025,
the balance of these restricted stock units was scheduled to vest in two remaining equal installments during September 2025 (which installment
has since vested) and September 2026. |
| (10) | 9,259 of these restricted stock units are scheduled to vest on October 9, 2033. As of June 30, 2025, the
balance of these restricted stock units was scheduled to vest in three remaining equal installments during October 2025 (which installment
has since vested), October 2026 and October 2027. |
| (11) | 12,422 of these restricted stock units are scheduled to vest on September 11, 2034. As of June 30, 2025,
the balance of these restricted stock units was scheduled to vest in four equal installments during September 2025 (which installment
has since vested), September 2026, September 2027 and September 2028. |
| (12) | These restricted shares are scheduled to vest on June 2, 2027. |
| (13) | 3,250 of these restricted shares are scheduled to vest on October 28, 2029. As of June 30, 2025, the balance
of these restricted shares was scheduled to vest in three remaining equal installments during October 2025 (which installment has since
vested), October 2026 and October 2027. |
| (14) | 3,234 of these restricted shares are scheduled to vest on February 12, 2026. As of June 30, 2025, the
balance of these restricted shares was scheduled to vest in three remaining equal installments during October 2025 (which installment
has since vested), October 2026 and October 2027. |
| (15) | 7,727 of these restricted shares are scheduled to vest on September 10, 2031. As of June 30, 2025, the
balance of these restricted shares was scheduled to vest, and they did vest, during September 2025. |
| (16) | 10,121 of these restricted shares are scheduled to vest on September 27, 2032. As of June 30, 2025, the
balance of these restricted shares was scheduled to vest in two remaining equal installments during September 2025 (which installment
has since vested) and September 2026. |
| (17) | 2,778 of these restricted shares are scheduled to vest on October 9, 2033. As of June 30, 2025, the balance
of these restricted shares was scheduled to vest in three remaining equal installments during October 2025 (which installment has since
vested), October 2026 and October 2027. |
| (18) | 1,789 of these restricted shares are scheduled to vest on October 10, 2033. As of June 30, 2025, the balance
of these restricted shares was scheduled to vest in three remaining equal installments during October 2025 (which installment has since
vested), October 2026 and October 2027. |
| (19) | 7,763 of these restricted shares are scheduled to vest on September 11, 2034. As of June 30, 2025, the
balance of these restricted shares was scheduled to vest in four equal installments during September 2025 (which installment has since
vested), September 2026, September 2027 and September 2028. |
As previously described, in addition to the restricted
stock awards and units set forth in the table above, during September 2025, the Company, upon the approval of the Compensation Committee,
granted (a) a restricted stock award of 173,635 shares of the Company's Common Stock to Mr. Nahmad, (b) 14,174 restricted stock units
to Mr. Marks, and (c) a restricted stock award of 8,858 shares of the Company's Common Stock to Mr. Lazar. The shares of restricted stock
granted to Mr. Nahmad and restricted stock units granted to Mr. Marks are scheduled to vest 50% on the ten-year anniversary of the grant
date and 50% in four equal annual installments commencing in September 2026, subject to the terms and conditions of the Company’s
Equity Incentive Plan and the related restricted stock award or unit agreement, respectively. Each restricted stock unit represents a
contingent right to receive one share of the Company’s Common Stock upon vesting. The shares of restricted stock granted to Mr.
Lazar are scheduled to vest 100% on the ten-year anniversary of the grant date, subject to the terms and conditions of the Company’s
Equity Incentive Plan and the related restricted stock award agreement.
Compensation Plans and Arrangements
As described above, no Named Executive Officer
is a party to an employment agreement with the Company. In addition, the Company has no plans or arrangements with any Named Executive
Officer which provide for the payment of retirement benefits, or benefits that would be paid primarily following retirement, other than
the Company’s participatory Section 401(k) Profit Sharing Plan, a deferred compensation plan under which the Company currently matches
50% of employee contributions up to 6% of an eligible employee’s yearly compensation on a discretionary basis. Such compensation
is tax deferred under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). Further, the Company has
no contracts, agreements, plans or arrangements that provide for the payment in the future to any Named Executive Officer following or
in connection with his resignation, termination of employment, or a change in control of the Company. However, outstanding restricted
stock awards and units of the Company’s Common Stock, including those granted to the Named Executive Officers, will accelerate and
immediately vest, to the extent not previously vested or forfeited, in the event of the award holder’s death or Disability (as defined
in the restricted stock award or unit agreements). In addition, pursuant to the Company’s Equity Incentive Plan, all outstanding
awards under the Company’s Equity Incentive Plan will immediately vest or become exercisable upon a Change in Control (as defined
in the Company’s Equity Incentive Plan), subject to an exception with respect to awards held by Mr. Nahmad under certain circumstances
(in which case the Compensation Committee would continue to have the discretion to cause the awards held by Mr. Nahmad to immediately
vest or become exercisable, as the case may be, upon the occurrence of such Change in Control). In the event that vesting is accelerated,
any unrecognized stock-based compensation expense would be immediately recognized. Had the restricted stock awards and units held by the
Named Executive Officers as of June 30, 2025 vested upon their death or Disability or upon a Change in Control of the Company, in each
case, occurring on June 30, 2025, the value of the accelerated vesting would have been approximately $33.2 million (based on the closing
price of the Company’s Common Stock on the NYSE American on June 30, 2025) and the Company would have recognized approximately $23.5
million of stock-based compensation.
Director Compensation
The Compensation Committee, with the input and
assistance from the Company’s Chief Executive Officer, recommends director compensation to the full Board of Directors. The Board
of Directors approves director compensation based on factors it considers to be appropriate, market conditions and trends, and the recommendation
of the Compensation Committee.
The compensation program for the Company’s
non-employee directors is intended to assist the Company in attracting and retaining qualified directors, reward non-employee directors
for their service on the Board and its committees through both equity awards and cash fees, and align the interests of the non-employee
directors with those of stockholders. Pursuant to the program, each non-employee director currently receives an annual grant of $50,000
of restricted stock units (based on the closing price of the Company’s Common Stock on the date of grant), which generally vest
in four equal annual installments beginning on the first anniversary of the grant date. The restricted stock units are granted under,
and subject to, the Company’s Equity Incentive Plan and related restricted stock unit agreements. Each restricted stock unit represents
a contingent right to receive one share of the Company’s Common Stock upon vesting. In addition, the Company’s compensation
program for its non-employee directors also includes a cash component, pursuant to which (i) each non-employee director currently receives
an annual cash fee of $5,000, (ii) the Chairman of the Audit Committee currently receives an additional annual cash fee of $20,000, (iii)
each other member of the Audit Committee currently receives an additional annual cash fee of $5,000, (iv) the Chairman of the Compensation
Committee currently receives an additional annual cash fee of $10,000, and (v) each other member of the Compensation Committee currently
receives an additional annual cash fee of $7,000.
The Company does not provide any tax gross-ups
to its non-employee directors, all of whom are responsible for their respective tax obligations relating to their compensation for Board
and committee service. Directors are also reimbursed for their reasonable out-of-pocket expenses incurred in connection with performing
their duties. Directors of the Company who are also employees of the Company do not receive compensation for their service as directors,
but are reimbursed for their reasonable out-of-pocket expenses incurred in connection with performing their duties as directors.
Director Compensation Table – Fiscal 2025
The following table sets forth certain information
regarding the compensation paid to the Company’s non-employee directors during fiscal 2025 in consideration for his service on the
Board and its committees during the year.
| Name | |
Fees Earned or
Paid in Cash | |
Stock
Awards(1) | |
Option
Awards | |
Non-Equity
Incentive Plan
Compensation | |
Change
in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings | |
All Other
Compensation | |
Total |
| David Blyer | |
$ | 12,000 | | |
$ | 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 62,000 | |
| Glen Kruger | |
$ | 10,000 | | |
$ | 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 60,000 | |
| Timothy P. LaMacchia | |
$ | 25,000 | | |
$ | 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 75,000 | |
| Hal M. Lucas | |
$ | 15,000 | | |
$ | 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 65,000 | |
| (1) | Represents the grant date fair value of 2,702 restricted stock units granted to each of directors Blyer,
Kruger, LaMacchia and Lucas during December 2024. The restricted stock units are scheduled to vest in equal annual installments on the
first, second, third and fourth anniversary of the grant date. Assumptions used in the calculation of the grant date fair value of these
restricted stock units are included in in Note 17 to the Company’s audited consolidated financial statements contained in the Company’s
Fiscal 2025 Form 10-K. |
Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters.
Security Ownership of Certain Beneficial
Owners and Management
The following table indicates, as of October
17, 2025, information about the beneficial ownership of the Company’s Common Stock by (i) each director of the Company, (ii) each
Named Executive Officer of the Company, (iii) all directors and executive officers of the Company as of October 17, 2025 as a group and
(iv) each person who the Company knows beneficially owns more than 5% of the Company’s Common Stock outstanding, plus shares deemed
outstanding pursuant to Rule 13d-3(d)(1) under the Exchange Act. All such shares were owned directly with sole voting and investment
power unless otherwise indicated. Except as otherwise indicated, the information provided in the following table was obtained from filings
with the SEC and the Company pursuant to the Exchange Act. For purposes of the following table, in accordance with Rule 13d-3 under the
Exchange Act, a person is deemed to be the beneficial owner of any shares of the Company’s Common Stock which he or she has or
shares, directly or indirectly, voting or investment power, or which he or she has the right to acquire beneficial ownership of at any
time within 60 days after October 17, 2025. As used herein, “voting power” is the power to vote, or direct the voting of,
shares, and “investment power” includes the power to dispose of, or direct the disposition of, shares. Except as otherwise
indicated, the address of each beneficial owner named in the table below is c/o EVI Industries, Inc., 4500 Biscayne Blvd., Suite 340,
Miami, Florida 33137.
| Beneficial Owner |
|
Amount and Nature of Beneficial
Ownership |
|
Percent
of Class |
| Symmetric Capital LLC |
|
|
2,838,194 |
|
|
|
19.7 |
% |
| |
|
|
|
|
|
|
|
|
| Symmetric Capital II LLC |
|
|
1,039,743 |
|
|
|
7.2 |
% |
| |
|
|
|
|
|
|
|
|
| Henry M. Nahmad |
|
|
5,481,114 |
(1) |
|
|
38.0 |
% |
| |
|
|
|
|
|
|
|
|
Dennis Mack
2331 Tripaldi Way
Hayward, CA 94545 |
|
|
1,022,495 |
|
|
|
7.1 |
% |
| |
|
|
|
|
|
|
|
|
Tom Marks
2331 Tripaldi Way
Hayward, CA 94545 |
|
|
1,036,685 |
(2) |
|
|
7.2 |
% |
| |
|
|
|
|
|
|
|
|
| David Blyer |
|
|
6,665 |
(3) |
|
|
* |
|
| |
|
|
|
|
|
|
|
|
| Glen Kruger |
|
|
8,820 |
(3) |
|
|
* |
|
| |
|
|
|
|
|
|
|
|
| Timothy P. LaMacchia |
|
|
11,235 |
(3) |
|
|
* |
|
| |
|
|
|
|
|
|
|
|
| Hal M. Lucas |
|
|
4,333 |
(3) |
|
|
* |
|
| |
|
|
|
|
|
|
|
|
| Robert H. Lazar |
|
|
92,060 |
(4) |
|
|
* |
|
| |
|
|
|
|
|
|
|
|
Conestoga Capital Advisors (5)
550 E. Swedesford Road, Suite 120
Wayne, PA 19087 |
|
|
788,616 |
|
|
|
5.5 |
% |
| |
|
|
|
|
|
|
|
|
All directors and executive officers as of
October 17, 2025 as a group (8 persons) |
|
|
7,663,407 |
(1)(3)(4)(6) |
|
|
53.2 |
% |
* Less than one percent of
class.
| (1) | Includes (a) the 2,838,194 shares and 1,039,743 shares beneficially owned by Symmetric Capital and Symmetric
Capital II, respectively, all of which Mr. Nahmad may be deemed to have voting and investment power over as a result of his position as
Manager of such entities, and (b) 1,415,413 shares subject to restricted stock awards granted to Mr. Nahmad which have not yet vested
but as to which Mr. Nahmad has voting power. Mr. Nahmad does not have investment power over any such restricted shares. |
| (2) | Shares are beneficially owned by Mr. Marks indirectly through a family trust and trusts for the benefit
of his children. |
| (3) | Includes, for each director, 2,118 shares which are covered by restricted stock units granted to such
director that are scheduled to vest within 60 days after October 17, 2025. |
| (4) | Includes 75,864 shares subject to restricted stock awards previously granted to Mr. Lazar which have not
yet vested but as to which Mr. Lazar has voting power. Mr. Lazar does not have investment power over any such restricted shares. |
| (5) | The address and share ownership information is based on the Schedule 13G/A filed by Conestoga Capital
Advisors with the SEC on January 10, 2025. Conestoga Capital Advisors disclosed in such Schedule 13G/A that it has sole voting and investment
power over the shares. |
| (6) | In addition to the shares beneficially owned by the Company’s directors and executive officers as
listed in this table, the Company’s Board of Directors also has the power to direct the voting of an additional 431,466 shares of
the Company’s Common Stock pursuant to stockholders agreements entered into in connection with business acquisitions previously
effected by the Company. Including these shares, the Company’s directors and executive officers, and the Company’s Board of
Directors, collectively have voting power over shares representing approximately 56.2% of the total voting power of the Company. |
Equity Compensation Plan Information
Information required by Item 12 of Form 10-K with
respect to the Company equity compensation plans is set forth under Item 12 of Part III of the Company’s Fiscal 2025 Form 10-K.
Item 13. Certain Relationships
and Related Transactions, and Director Independence.
Certain Relationships and
Related Transactions
Controlled
Company
The Company’s executive officers and directors,
including the Company’s Board of Directors pursuant to stockholders agreements entered into in connection with business acquisitions
previously effected by the Company, may be deemed to beneficially own and have the power to vote a total of 8,094,873 shares of the Company’s
Common Stock, which represents approximately 56.2% of the total voting power of the Company. Included in these shares are a total of 5,481,114
shares which Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, beneficially owns and has the power
to vote, which includes (i) shares held directly by Mr. Nahmad, (ii) shares held by Symmetric Capital and Symmetric Capital II, which
Mr. Nahmad, as the Manager of each such entity, has the power to vote, and (iii) restricted shares previously granted to Mr. Nahmad which
he has the power to vote. Accordingly, the Company’s management, including Mr. Nahmad and the Company’s Board of Directors,
collectively have the voting power to control the election of the Company’s directors and any other matter requiring the affirmative
vote or consent of a majority of the outstanding shares of the Company’s Common Stock.
Related Person Transactions
Certain of the Company’s subsidiaries lease
warehouse and office space from one or more of the principals (or former principals) of the Company or its subsidiaries. These leases
include the following:
On October 10, 2016, the Company’s wholly-owned
subsidiary, Western State Design, entered into a lease agreement pursuant to which it leases 17,600 square feet of warehouse and office
space from an affiliate of Dennis Mack, a director and employee of the Company, and Tom Marks, Executive Vice President, Business Development
and President of the West Region of the Company. The lease had an initial term of five years and provides for two successive three-year
renewal terms at the option of the Company. The Company exercised its option to renew the lease for the first three-year renewal term,
which commenced in October 2021, and the second three-year renewal term, which commenced in October 2024. Base rent for the first renewal
term was $19,000 per month. Base rent for the second renewal term is $21,000 per month. In addition to base rent, Western State Design
is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Payments under this
lease totaled approximately $244,000 and $252,000 during fiscal 2025 and fiscal 2024, respectively.
On November 1, 2018, the Company’s wholly-owned
subsidiary, AAdvantage Laundry Systems, entered into a lease agreement pursuant to which it leases warehouse and office space from an
affiliate of Mike Zuffinetti, former Chief Executive Officer of AAdvantage. Pursuant to the lease agreement, on January 1, 2019, the lease
expanded to cover additional warehouse space. The lease had an initial term of five years and provides for two successive three-year renewal
terms at the option of the Company. The Company exercised its option to renew the lease for the first three-year renewal term, which commenced
in November 2023. Base rent for the initial term was $36,000 per month. Base rent for the first renewal term is $40,000 per month. In
addition to base rent, AAdvantage is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs
and insurance. Payments under this lease totaled approximately $480,000 and $464,000 during fiscal 2025 and fiscal 2024, respectively.
On November 3, 2020, the Company’s wholly-owned
subsidiary, Yankee Equipment Systems, entered into a lease agreement pursuant to which it leases a total of 12,500 square feet of warehouse
and office space from an affiliate of Peter Limoncelli, President of Yankee Equipment Systems. The lease had an initial term of three
years and provides for three successive three-year renewal terms at the option of the Company. The Company exercised its option to renew
this lease for the first three-year renewal term, which commenced in November 2023. Base rent for the initial term was $11,000 per month.
Base rent for the first year of the renewal term was $12,500 per month. Base rent for the second year of the renewal term is $12,750 per
month. In addition to base rent, Yankee Equipment Systems is responsible under the lease for costs related to real estate taxes, utilities,
maintenance, repairs and insurance. Payments under this lease totaled approximately $152,000 and $150,000 during fiscal 2025 and fiscal
2024, respectively.
Director Independence
The Company’s Board of Directors has determined
that directors David Blyer, Glen Kruger, Timothy P. LaMacchia and Hal M. Lucas, who together comprise a majority of the Board of Directors,
are independent. For purposes of making its independence determinations, the Board of Directors used the definition of independence set
forth in the rules of the NYSE American.
Item 14. Principal Accountant Fees and Services.
The following table sets
forth the fees billed to the Company by BDO USA, P.C. (“BDO”), the Company’s independent registered public accounting
firm for the fiscal years ended June 30, 2025 and 2024.
| | |
For the fiscal year ended
June 30, | |
| | |
2025 | | |
2024 | |
| Audit Fees | |
$ | 1,066,325 | | |
$ | 1,020,586 | |
| Audit-Related Fees | |
| — | | |
| — | |
| Tax Fees | |
| 466,878 | | |
| 270,074 | |
| All Other Fees | |
| — | | |
| — | |
| Total Fees | |
$ | 1,533,203 | | |
$ | 1,290,660 | |
Audit Fees. Audit fees were for the audits
of the Company’s annual consolidated financial statements for fiscal 2025 and 2024 included in the Company’s Annual Reports
on Form 10-K for those fiscal years, and reviews of the Company’s quarterly financial statements included in the Company’s
Quarterly Reports on Form 10-Q during such fiscal years. The audit fees for each fiscal year also include fees related to the auditor
attestation of management’s report on internal control over financial reporting included in the Company’s Annual Report on
Form 10-K for such fiscal year. The audit fees for 2025 also include fees related to BDO’s consent for the Company’s Registration
Statement on Form S-8 filed during December 2024 relating to an amendment to the Company’s Equity Incentive Plan.
Tax Fees. Tax fees were for
services related to tax return preparation and tax advice.
All Other Fees. No fees other
than audit fees and tax fees were paid by the Company to BDO for fiscal 2025 or 2024.
In connection with the standards for independence
of a company’s independent registered public accounting firm, the Audit Committee considered whether the provision of non-audit
services by BDO was compatible with maintaining the independence of such firm in the conduct of its auditing functions.
It is the policy of the Audit Committee that all
audit, audit-related, tax and other permissible non-audit services provided by the Company’s independent registered public accounting
firm be pre-approved by the Audit Committee. It is expected that pre-approval will be for periods up to one year and be set forth in an
engagement letter approved by the Audit Committee that applies to the particular services or category of services to be provided and subject
to a specific budget. The policy also requires additional approval of any engagements that were previously approved but are anticipated
to exceed the pre-approved fee budget level. The policy permits the Chairman of the Audit Committee to pre-approve services by the Company’s
independent registered public accounting firm where the Company deems it necessary or advisable that such services commence prior to the
next regularly scheduled meeting of the Audit Committee, provided that the Chairman of the Audit Committee is required to report to the
full Audit Committee on any pre-approval determinations made in this manner at the next Audit Committee meeting. All of the services performed
by the Company’s independent registered public accounting firm during fiscal 2025 and 2024 were pre-approved by the Audit Committee.
PART IV
Item 15. Exhibits and Financial
Statement Schedules.
| (a) | Documents filed as part of this Report: |
(3)
Exhibits. The following exhibits are filed with this Amendment:
| Exhibit No. |
Description |
| 31(a) |
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31(b) |
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| |
|
EVI Industries, Inc. |
| |
|
|
| Dated: October 24, 2025 |
|
|
| |
By: |
/s/ Henry M. Nahmad |
| |
|
Henry M. Nahmad |
| |
|
Chairman, Chief Executive Officer and President |
0000065312
true
FY
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