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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
September 10, 2025
IEH
Corporation
(Exact Name of Registrant as Specified in Charter)
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New
York |
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0-5278 |
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13-5549348 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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140
58th Street, Suite 8E, Building B
Brooklyn, NY 11220
(Address of Principal Executive Offices, and Zip
Code)
(718) 492-4440
Registrant’s Telephone Number, Including
Area Code
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
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 |
IEHC |
OTC ID |
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):
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☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07 |
Submission of matter to a Vote of Security Holders. |
On September 10, 2025, the Company held
its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). Only shareholders of record as of the close of business on
July 28, 2025, were entitled to vote at the Annual Meeting. As of the record date, 2,431,278 shares of common stock of the Company were
outstanding and entitled to vote at the Annual Meeting. 1,949,760 shares of common stock of the Company were represented at the Annual
Meeting, in person or by proxy, constituting a quorum. The proposals presented to the Company’s shareholders at the Annual Meeting
are described in detail in the Company’s Proxy Statement. The final results for each proposal are set forth below.
Proposal I – Election of four (4) Class I
Directors nominated by the Board to serve one-year terms until the Company’s 2026 Annual Meeting and until their respective successors
are duly elected and qualified
The four (4) nominees who received the
highest number of votes (all of the below individuals) were elected to the board of directors to hold office for a one-year term and until
their respective successors are elected and qualified. The shareholders voted to elect the following directors by the votes indicated
below:
Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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Eric C. Hugel |
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1,390,791 |
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24,492 |
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534,477 |
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Michael E. Rosenfeld |
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1,392,314 |
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22,969 |
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534,477 |
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John P. Spiezio |
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1,390,791 |
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24,492 |
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534,477 |
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Brian J. Glenn |
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1,390,791 |
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24,492 |
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534,477 |
Proposal 1 – Election of three (3) Class
II Directors nominated by the Board to serve two-year terms until the Company’s 2027 Annual Meeting and until their respective successors
are duly elected and qualified
The three (3) nominees who received the
highest number of votes (all of the below individuals) were elected to the board of directors to hold office for a one-year term and until
their respective successors are elected and qualified. The shareholders voted to elect the following directors by the votes indicated
below:
Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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David Offerman |
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1,390,691 |
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24,592 |
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534,477 |
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Allen Gottlieb |
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1,154,352 |
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260,931 |
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534,477 |
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Gerald Chafetz |
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1,154,352 |
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260,931 |
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534,477 |
Proposal III – Non-Binding Advisory Vote
on the Compensation of the Company’s Named Executive Officers
The shareholders approved, on a non-binding
advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation
S-K and contained in the Company’s Proxy Statement, by the following votes:
For |
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Against |
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Abstain |
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Broker Non-Votes |
1,388,953 |
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25,444 |
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886 |
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534,477 |
Proposal IV – Non-Binding Advisory Vote on
the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers
The shareholders recommended, on a
non-binding advisory basis, that the frequency of future shareholder votes on the compensation of the Company’s named
executive officers, as required by Section 14A(a)(2) of the Exchange Act, occur annually, by the votes set forth in the
table below:
Every One Year |
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Every Two Years |
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Every Three Years |
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Abstain |
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Broker Non-Votes |
1,390,530 |
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5 |
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8,212 |
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16,536 |
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534,477 |
In accordance with the results of the advisory
vote, the Board of Directors has determined that the Company will hold a non-binding advisory vote on the compensation of the Company’s named
executive officers every year.
Proposal v – Ratification of Selection
of Independent Registered Public Accounting Firm
The shareholders voted to ratify the appointment
of CBIZ CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026, by
the following votes:
For |
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Against |
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Abstain |
1,947,851 |
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1,905 |
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4 |
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is attached to this Current Report on Form 8-K:
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Exhibit Number |
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Exhibit Title or Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
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IEHC Corporation |
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By: /s/Subrata Purkayastha |
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Name: Subrata Purkayastha |
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Title: Chief Financial Officer |
Date: September 15, 2025 |
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