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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): March 9, 2026
OPTEX
SYSTEMS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-41644 |
|
90-0609531 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
| 1420
Presidential Drive, Richardson, TX |
|
75081-2439 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (972) 644-0722
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:
| ☐ |
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 DFR 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 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 |
|
OPXS |
|
NASDAQ |
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
5.07 Submission of Matters to a Vote of Security Holders.
On
March 9, 2026, Optex Systems Holdings, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “Meeting”).
As of the record date for the Meeting, 6,937,358 shares of the Company’s common stock were issued and outstanding. A total of 5,814,286
shares of the Company’s common stock, constituting a quorum, were present or represented by proxy at the Meeting. At the Meeting,
the Company’s shareholders voted on the following proposals:
| |
1. |
To
elect five nominees to the Company’s board of directors (the “Board”), each for a term expiring at the next annual
meeting of shareholders, and until his successor has been duly elected and qualified: |
| Director | |
For | | |
Withhold | | |
Broker Non-Votes | |
| Chad M. George | |
| 3,993,581 | | |
| 50,812 | | |
| 1,769,893 | |
| Dayton Judd | |
| 3,921,761 | | |
| 122,632 | | |
| 1,769,893 | |
| Dale E. Lehmann | |
| 3,995,478 | | |
| 48,915 | | |
| 1,769,893 | |
| R. Rimmy Malhotra | |
| 3,813,077 | | |
| 231,316 | | |
| 1,769,893 | |
| Danny R. Schoening | |
| 3,939,084 | | |
| 105,309 | | |
| 1,769,893 | |
| |
2. |
To
ratify the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year
ending September 27, 2026: |
| For | | |
Against | | |
Abstain | |
| 5,802,742 | | |
| 10,622 | | |
| 922 | |
As
a result of the Meeting, all five director nominees were elected to the Board and Whitley Penn LLP’s appointment as the Company’s
independent registered public accounting firm for the fiscal year ending September 27, 2026 was ratified.
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.
| |
Optex
Systems Holdings, Inc. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/
Karen Hawkins |
| |
|
Karen
Hawkins |
| |
Title: |
Chief
Financial Officer |
Date:
March 9, 2026