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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) July 24, 2025
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
(Exact
name of registrant as specified in its charter)
PERMA
FIX ENVIRONMENTAL SERVICES INC
| Delaware |
|
1-11596 |
|
58-1954497 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 8302
Dunwoody Place, Suite 250, Atlanta, Georgia |
|
30350 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (770) 587-9898
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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
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, $.001 Per Share |
|
PESI |
|
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 or Rule 12b-2
of the Securities Exchange Act of 1934.
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
July 24, 2025, Perma-Fix Environmental Services, Inc. (“the Company”) held its 2025 annual meeting of stockholders (the “2025
Annual Meeting”).
As
of June 2, 2025, the record date for the 2025 Annual Meeting, 18,452,227 shares of the Company’s common stock, par value
$.001 per share (“Common Stock”), were outstanding, each entitled to one vote per share. Of such outstanding shares of Common
Stock, 13,782,236 shares were present at the meeting in person or by proxy, representing approximately 74.69% of the Company’s
securities entitled to vote.
At
the 2025 Annual Meeting, stockholders (1) reelected the Company’s nine directors; (2) ratified the appointment of Grant Thornton,
LLP, as the Company’s independent registered public accounting firm for the 2025 fiscal year; and (3) approved, by non-binding
advisory vote, the 2024 compensation of the Company’s named executive officers.
The
final results of each of the proposals voted on by the Company’s stockholders are described below:
Proposal
No. 1—Election of Directors:
| Director Nominee | |
Votes For | | |
Votes Withheld | |
| Thomas P. Bostick | |
| 7,681,007 | | |
| 264,188 | |
| Dr. Louis F. Centofanti | |
| 7,779,714 | | |
| 165,481 | |
| Mark J. Duff | |
| 7,728,333 | | |
| 216,862 | |
| Kerry C. Duggan | |
| 7,407,749 | | |
| 537,446 | |
| Joseph T. Grumski | |
| 7,733,019 | | |
| 212,176 | |
| Joe R. Reeder | |
| 7,522,286 | | |
| 422,909 | |
| Larry M. Shelton | |
| 7,310,477 | | |
| 634,718 | |
| Zach P. Wamp | |
| 7,684,108 | | |
| 261,087 | |
| Mark A. Zwecker | |
| 7,308,658 | | |
| 636,537 | |
Under
the Company’s bylaws, the election of directors
is determined by a plurality of the votes cast at the meeting, meaning a nominee will be elected if the number of votes cast “for”
the nominee’s election exceeds the number of votes cast “against” the nominee’s election. Because the election
of directors is considered a “nonroutine” matter under the rules of the NYSE governing whether member brokers may exercise
discretionary authority to vote shares as to which the beneficial owner has not provided voting instructions, brokers may not vote uninstructed
shares for the election of directors, and, accordingly, are considered “not entitled to vote” on such a proposal. As a result,
the 5,837,041 broker non-votes, as well as abstentions or shares for which voting was withheld, were not treated as votes cast, and
therefore had no effect on the proposal to elect directors. Each nominee was reelected as a director of the Company, to serve
until the Company’s next annual meeting of stockholders or until their respective successors are duly elected and qualified.
Proposal
No. 2—Ratification of the Appointment of Grant Thornton, LLP as the Independent Registered Public Accounting Firm of the Company
for the 2025 Fiscal Year:
| Votes For | | |
Votes Against | | |
Votes Abstention | |
| | 13,764,715 | | |
| 10,632 | | |
| 6,889 | |
The
affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the
proposal was necessary to ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting
firm. Because Proposal 2 is considered a “routine” matter under the rules of the NYSE governing whether member brokers
may exercise discretionary authority to vote shares as to which the beneficial owner has not provided voting instructions, brokers may
vote uninstructed shares on this item and are considered “entitled to vote” on the proposal. Accordingly, there were no broker
non-votes on this matter. Abstentions are considered votes present and entitled to vote on the proposal, and, thus, have the same effect
as a vote AGAINST the proposal.
Proposal
No. 3—Approval, by an Advisory (Non-Binding) Vote, of the 2024 Compensation of the Company’s Named Executive Officers:
| Votes For | | |
Votes Against | | |
Votes Abstention | |
| | 6,337,589 | | |
| 595,696 | | |
| 1,011,910 | |
The affirmative vote of the holders of a majority
of the shares present in person or represented by proxy and entitled to vote on this matter was necessary to approve the advisory vote
on executive compensation. Because such a proposal is considered a “nonroutine” matter under the rules of the NYSE governing
whether member brokers may exercise discretionary authority to vote shares as to which the beneficial owner has not provided voting instructions,
brokers may not vote uninstructed shares for such a proposal, and, accordingly, are considered “not entitled to vote” thereon.
As a result, the 5,837,041 broker non-votes were not treated as entitled to vote on this matter, and therefore had no effect
on this proposal. However, abstentions are considered votes present and entitled to vote on the proposal, and, thus, have the same
effect as a vote AGAINST the proposal.
Item
9.01 – Financial Statements and Exhibits
| |
Exhibit
Number |
|
Description |
| |
|
|
|
| |
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 Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
PERMA-FIX
ENVIRONMENTAL SERVICES, INC. |
| |
|
|
| Dated:
July 29, 2025 |
By: |
/s/
Ben Naccarato |
| |
|
Ben
Naccarato |
|
|
Executive
Vice President and Chief Financial Officer |
