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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 |
|
| Transcat, Inc. |
| (Exact name of registrant as specified in its charter) |
| Ohio |
000-03905 |
16-0874418 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
| |
| 35
Vantage Point Drive, Rochester, New York |
14624 |
| (Address of principal executive offices) |
(Zip Code) |
| Registrant's telephone number, including area code |
585-352-7777 |
|
| |
| (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 (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 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(s) |
Name of each exchange on which registered |
| Common Stock, $0.50 par value |
TRNS |
Nasdaq Global 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on April
1, 2025, Scott D. Deverell notified Transcat, Inc. (the “Company”) of his intention to retire from his position as the Company’s
corporate controller and principal accounting officer. Effective as of September 10, 2025, Kristina Johnston was appointed as the Company’s
principal accounting officer. Ms. Johnston, age 48, has served as the Company’s controller since June 2025 during the transition
of Mr. Deverell’s duties. Ms. Johnston served as Chief Financial Officer of Vintage Wine Estates, Inc., from March 2022 to
December 2025 where she focused on public company reporting requirements, finance processes, budgeting
and forecasting. Prior to that, Ms. Johnston served as Vice
President, Finance Lead at Constellation Brands, Inc. from 2018 to 2022, and various accounting and finance leadership roles over
the course of 17 years.
Ms. Johnston’s annual base
salary will be $250,000 and her target performance-based cash incentive award will be 30% of her base salary. Payment of Ms. Johnston’s
performance-based cash incentive award will be based on the successful achievement of pre-established corporate and individual performance
goals. Ms. Johnston is also eligible for a target long-term equity incentive award opportunity of 25% of her base salary. Ms. Johnston
is eligible to participate in and/or receive benefits under the Company’s standard benefit programs.
There is no arrangement or understanding
between Ms. Johnston and any other person with respect to her appointment, and there are no family relationships between Ms. Johnston
and any director or executive officer of the Company. Neither Ms. Johnston nor any of her immediate family members have been a party to
any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation
S-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders (“Annual Meeting”)
of the Company held on September 10, 2025, the Company’s shareholders voted on the matters described below.
| Proposal 1. | The Company’s shareholders elected the following nominees
as directors, each to serve for a one-year term expiring in 2026 or until his or her successor is duly elected and qualified. |
| Director Nominee |
|
Votes For |
|
Authority Withheld |
|
Broker Non-Votes |
| Dawn G. DePerrior |
7,861,847 |
|
61,041 |
|
542,212 |
| Cynthia M. Langston |
7,733,455 |
|
189,433 |
|
542,212 |
| Robert L. Mecca |
7,881,618 |
|
41,270 |
|
542,212 |
| Proposal 2. | The Company’s shareholders approved the proposal to fix
the number of directors constituting the board of directors at nine. |
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 8,462,150 |
|
946 |
|
2,004 |
|
0 |
| Proposal 3. | The Company’s shareholders approved, on an advisory basis,
the compensation of the Company’s named executive officers. |
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 7,842,250 |
|
75,934 |
|
4,704 |
|
542,212 |
| Proposal 4. | The Company’s shareholders voted to approve, on an advisory
basis, that future advisory votes on the compensation of the Company’s named executive officers should be held every year. |
| 1
Year |
|
2
Years |
|
3
Years |
|
Votes
Abstained |
|
Broker
Non-Votes |
| 7,713,961 |
|
2,669 |
|
205,595 |
|
663 |
|
542,212 |
| Proposal 5. | The Company’s
shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm
for the fiscal year ending March 28, 2026. |
| Votes
For |
|
Votes
Against |
|
Votes
Abstained |
| 8,397,261 |
|
67,498 |
|
341 |
As indicated above, at the Annual Meeting,
the Company’s shareholders voted, on an advisory basis, for “1 Year” as their preferred frequency for conducting future
advisory votes on executive compensation. As a result of the voting preference of the Company’s shareholders on this proposal, the
Board of Directors determined as of September 10, 2025 that the Company will conduct an advisory vote on the compensation of its named
executive officers every year. The next required advisory vote on the frequency of future advisory votes on executive compensation will
take place no later than the 2031 annual meeting of shareholders.
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.
| |
TRANSCAT, INC. |
| |
|
| Dated: September 11, 2025 |
By: |
/s/ Thomas L. Barbato |
| |
Thomas L. Barbato |
| |
Senior Vice President of Finance and Chief Financial Officer |
| |
|
|
