[8-K] inTEST Corporation Reports Material Event

Rhea-AI Filing Summary

inTEST (NYSE: INTT) filed an 8-K disclosing the voting results of its 2025 Annual Meeting held on June 18, 2025.

Shareholders re-elected all five director nominees, ratified RSM US LLP as independent auditor, and approved the company’s 2024 executive compensation on an advisory basis. Support levels were high—each director received at least 86 % of votes cast; the auditor garnered nearly 99 %.

Investors also indicated a preference for an annual say-on-pay vote (86.7 % in favor). No proposals were rejected, and no other material business items were introduced.

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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

  June 18, 2025  

Date of Report (Date of earliest event reported)

InTest Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-36117			22-2370659
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey 08054

(Address of Principal Executive Offices, including zip code)

  (856) 505-8800  

(Registrant's Telephone Number, including area code)

  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:

o			Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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			Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share			INTT			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 o

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.

On June 18, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of InTest Corporation (the “Company”), the stockholders voted on the matters described below. As of close of business on April 21, 2025, the record date for the Annual Meeting, there were 12,494,760 shares of the Company's common stock issued and outstanding and entitled to vote. At the Annual Meeting, there were present in person or by proxy 9,891,524 shares of the Company's common stock, which constituted a quorum to conduct business at the meeting. The voting results for each proposal are set forth below.

1.Election of the five director nominees, with each director to serve until the next annual meeting of stockholders and until the election and qualification of such director’s successor.

Each nominee for director was elected by a vote of the stockholders as follows:

Nominee						Votes For						Vote Withheld						Broker Non-Votes
Steven J. Abrams, Esq.						6,170,804						957,241						2,763,479
Jeffrey A. Beck						7,037,756						90,289						2,763,479
Joseph W. Dews IV						6,950,042						178,003						2,763,479
Richard N. Grant, Jr.						7,026,945						101,100						2,763,479
Gerald J. Maginnis						6,965,280						162,765						2,763,479

2.Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025

The proposal was approved by a vote of stockholders as follows:

Votes For						Votes Against						Votes Abstained
9,801,356						49,530						40,638

3.Approval, on an advisory basis, of the compensation of our named executive officers:

Votes For						Votes Against						Vote Abstained						Broker Non-Votes
5,610,149						630,963						886,933						2,763,479

4. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers.

1 Year						2 Years						3 Years						Abstained
6,129,583						97,087						515,168						386,207

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.

			InTest CORPORATION
			By:			/s/ Duncan Gilmour
						Duncan Gilmour
						Chief Financial Officer, Treasurer and Secretary

Date:   June 20, 2025

FAQ

What proposals did INTT shareholders approve at the 2025 Annual Meeting?

Investors re-elected all five directors, ratified RSM US LLP as auditor, approved 2024 executive compensation, and chose an annual say-on-pay frequency.

How often will inTEST (INTT) hold future say-on-pay votes?

Shareholders favored an annual advisory vote on executive compensation, with 6.13 million votes supporting the one-year frequency option.