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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
December 15, 2025
(Date of earliest event reported)
EVI Industries, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-14757 |
|
11-2014231 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| |
|
|
|
|
4500 Biscayne Blvd., Suite 340
Miami, Florida |
|
|
|
33137 |
| (Address of principal executive offices) |
|
|
|
(Zip Code) |
(305) 402-9300
(Registrant’s telephone number, including area
code)
Not Applicable
(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 13e4(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, $.025 par value |
EVI |
NYSE American |
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below, at the Annual Meeting of Stockholders
(the “Annual Meeting”) of EVI Industries, Inc. (the “Company”) held on December 15, 2025, the Company’s
stockholders approved the EVI Industries, Inc. 2025 Equity Incentive Plan (the “2025 Plan”). Employees, officers, directors
and consultants of the Company and its subsidiaries, including the Company’s Chief Executive Officer, Chief Financial Officer and
other Named Executive Officers (as defined in Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission), are eligible
for selection by the Compensation Committee of the Company’s Board of Directors to receive awards under the 2025 Plan. A description
of the material terms of the 2025 Plan is included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on, and distributed to the Company’s stockholders commencing on or about, November 20, 2025 in connection
with the Annual Meeting (the “Proxy Statement”), and is incorporated herein by reference. Such description does not purport
to be complete, is a summary only and is qualified in its entirety by reference to the full text of the 2025 Plan, which is attached as
Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
At the Annual Meeting, the Company’s stockholders
(i) approved the election of the six director nominees nominated by the Company’s Board of Directors, each for a term expiring at
the Company’s 2026 Annual Meeting of Stockholders and until his successor is elected and qualified, (ii) approved the 2025 Plan,
(iii) approved, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the
Proxy Statement, and (iv) voted, on a non-binding, advisory basis, for future stockholder advisory votes on Named Executive Officer compensation
to be held every three years. Set forth below are the final voting results for each matter.
Proposal 1: Election of Directors
| Director Nominee | |
Votes
For | |
Votes
Withheld | |
Broker
Non-
Votes |
| Henry M. Nahmad | |
11,369,438 | |
944,298 | |
0 |
| Dennis Mack | |
11,656,579 | |
657,157 | |
0 |
| David Blyer | |
11,018,986 | |
1,294,750 | |
0 |
| Glen Kruger | |
11,372,101 | |
941,635 | |
0 |
| Timothy P. LaMacchia | |
11,430,541 | |
883,195 | |
0 |
| Hal M. Lucas | |
11,249,510 | |
1,064,226 | |
0 |
Proposal 2: Approval of the EVI Industries, Inc. 2025 Equity Incentive
Plan
| |
|
|
|
Votes
For |
Votes
Against |
Abstentions |
Broker
Non-Votes |
| 8,379,891 |
3,100,155 |
833,690 |
0 |
Proposal 3: Approval, on a Non-Binding, Advisory
Basis, of the Compensation of the Company’s Named Executive Officers
Votes
For |
Votes
Against |
Abstentions |
Broker
Non-Votes |
| 8,896,676 |
2,497,336 |
919,724 |
0 |
Proposal 4: Non-Binding, Advisory Vote on
the Frequency of Future Stockholder Advisory Votes on Named Executive Officer Compensation
Every
Year |
Every
Two
Years |
Every
Three
Years |
Abstentions |
Broker
Non-Votes |
| 4,100,083 |
86,402 |
7,289,432 |
837,819 |
0 |
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description |
| |
|
| Exhibit 10.1 |
EVI Industries, Inc. 2025 Equity Incentive Plan |
| |
|
| Exhibit 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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.
| |
EVI INDUSTRIES, INC. |
| |
|
|
| |
|
|
| |
|
|
| Dated: December 15, 2025 |
By: |
/s/ Robert H. Lazar |
| |
|
Robert H. Lazar |
| |
|
Chief Financial Officer |
