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Nortech Systems (NSYS) shareholders back all director nominees at 2026 annual meeting

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Nortech Systems Incorporated reported the results of its annual meeting of shareholders held on May 13, 2026. Shareholders voted on the election of directors to the board.

Each of the six director nominees received strong support, with votes for each candidate around 1.59–1.60 million and only a few thousand votes withheld. There were 401,530 broker non-votes recorded for each nominee, indicating some shares were not voted on the election proposal. As a result, all listed nominees were elected to continue serving on the company’s board of directors.

Positive

  • None.

Negative

  • None.
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.
Votes for David B. Kunin 1,596,564 votes Election of director at May 13, 2026 annual meeting
Votes for Stacy A. Kruse 1,598,387 votes Election of director at May 13, 2026 annual meeting
Votes withheld highest nominee 9,956 votes Votes withheld for Amy S. Fredregill
Broker non-votes per nominee 401,530 shares Broker non-votes on each director election
Meeting date May 13, 2026 Annual meeting of shareholders
annual meeting of shareholders financial
"On May 13, 2026, the Company held its annual meeting of shareholders."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Broker Non-Vote financial
"Nominee | | Votes For | | Votes Withheld | | Broker Non-Vote"
Emerging growth company regulatory
"Emerging growth company Section 5 – Corporate Governance and Management"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Submission of Matters to a Vote of Security Holders regulatory
"Item 5.07 Submission of Matters to a Vote of Security Holders."
Common Stock, par value $.01 per share financial
"Title of each class: | | Trading Symbol(s) | | Name of each exchange on which registered Common Stock, par value $.01 per share"
Understanding 8-K Material Events →
false 0000722313 0000722313 2026-05-13 2026-05-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): May 13, 2026

 

NORTECH SYSTEMS INCORPORATED

(Exact name of registrant as specified in charter)

 

Minnesota   0-13257   41-1681094
(State or other jurisdiction   (Commission   IRS Employer
of incorporation)   File Number)   Identification No.)

 

7550 Meridian Circle N, Maple Grove, MN 55369

(Address of principal executive offices)

 

(952) 345-2244

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed from 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 14-2(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 $.01 per share   NSYS   NASDAQ Capital Market

 

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. ☐

 

 

 

 
 

 

Section 5 – Corporate Governance and Management

 

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

 

On May 13, 2026, the Company held its annual meeting of shareholders. The matters voted upon at the meeting and results of such voting are set forth below:

 

(1) The shareholders elected six directors to serve as members of the Company’s Board of Directors for one-year terms and until their successors are elected and qualified.  The shareholders cast the following votes with respect to the election of directors:

 

Nominee   Votes For   Votes Withheld   Broker Non-Vote
David B. Kunin   1,596,564   3,718   401,530
Ryan P. McManus   1,597,533   2,749   401,530
Jay D. Miller   1,597,543   2,739   401,530
Stacy A. Kruse   1,598,387   1,895   401,530
Amy S. Fredregill   1,590,326   9,956   401,530
Jose A. Peris   1,597,159   3,123   401,530

 

(2)The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s proxy statement. There were 1,583,707 votes cast for the proposal; 8,877 votes cast against the proposal; 7,698 votes abstained; and there were 401,530 broker non-votes.

 

(3)The shareholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. There were 1,993,417 votes cast for the proposal; 8,375 votes cast against the proposal; 20 votes abstained; and there were no broker non-votes.

 

(4)The shareholders approved the 2026 Equity Incentive Plan. There were 1,518,964 votes cast for the proposal; 79,081 votes cast against the proposal; 2,237 votes abstained; and there were 401,530 broker non-votes.

 

 
 

 

Date: May 14, 2026

 

  Nortech Systems Incorporated
  (Registrant)
   
  /s/ Andrew D. C. LaFrence
 

Andrew D. C. LaFrence

  Chief Financial Officer and SVP Finance

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Nortech Systems (NSYS) report in its latest 8-K filing?

Nortech Systems reported the results of its May 13, 2026 annual shareholder meeting. The 8-K details voting outcomes for the election of directors, including votes for, votes withheld, and broker non-votes for each nominee.

Were Nortech Systems (NSYS) director nominees elected at the 2026 annual meeting?

Yes, all six director nominees were elected at the May 13, 2026 annual meeting. Each nominee received about 1.59–1.60 million votes for, with only a few thousand votes withheld, and 401,530 broker non-votes reported for each nominee.

How many votes did the leading Nortech Systems (NSYS) director nominees receive?

Director nominees generally received around 1.59–1.60 million votes for. For example, Stacy A. Kruse received 1,598,387 votes for and 1,895 votes withheld, while 401,530 shares were counted as broker non-votes on her election.

What are broker non-votes in the Nortech Systems (NSYS) 8-K results?

Broker non-votes are shares held by brokers that were not voted on a specific proposal. For each director nominee at Nortech Systems’ May 13, 2026 meeting, the filing reports 401,530 broker non-votes on the election of directors.

Which corporate governance item did Nortech Systems (NSYS) disclose in this 8-K?

Nortech Systems disclosed Item 5.07, Submission of Matters to a Vote of Security Holders. This section presents the detailed voting results for the election of directors at the May 13, 2026 annual meeting of shareholders.

Who signed the Nortech Systems (NSYS) 8-K reporting the 2026 annual meeting vote?

The 8-K was signed by Andrew D. C. LaFrence, who serves as Chief Financial Officer and Senior Vice President of Finance. His electronic signature appears on behalf of Nortech Systems Incorporated in the filing’s signature block.

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