VIRC Shareholders Re-Elect Board, Keep Moss Adams; CFO Comp Set

Rhea-AI Filing Summary

Virco Mfg. Corporation filed an 8-K to disclose two routine corporate governance matters.

Compensation update: on 19 June 2025 the Board’s Compensation Committee set the base salary of recently appointed Chief Financial Officer Bassey Yau at $340,000. Ms. Yau assumed the CFO role on 30 April 2025.

2025 Annual Meeting results (17 June 2025): of 15,738,138 shares entitled to vote, 12,824,228 (81.5%) were represented in person or by proxy. Shareholders elected the two Class III director nominees for terms expiring at the 2028 meeting.

• Bradley Richardson: 10,089,840 for / 1,293,051 withheld / 1,441,337 broker non-votes
• Douglas A. Virtue: 10,575,131 for / 807,760 withheld / 1,441,337 broker non-votes

Both directors received approximately 88%-93% support of votes cast.

Shareholders also ratified Moss Adams LLP as independent registered public accounting firm for the fiscal year ending 31 Jan 2026 with 12,637,924 for, 173,568 against and 12,736 abstentions.

No other material events, financial results or strategic transactions were reported.

Positive

• All director nominees elected with ≥88% shareholder support, indicating continued board stability and limited governance controversy.
• Moss Adams LLP ratified as auditor with 99% of votes cast, ensuring audit continuity and avoiding transition costs.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine 8-K; governance items passed comfortably, CFO salary formalized—neutral impact.

The filing documents standard housekeeping matters. Director elections cleared with strong majorities and no shareholder dissent that would signal governance concerns. Ratification of Moss Adams is typical and keeps audit continuity, mitigating transition risk. The CFO’s $340k base pay aligns with small-cap peer norms and simply codifies her April appointment; it creates no material earnings impact. Overall, disclosure quality is adequate, and no red or green flags emerge for investors.

Financial Analyst

TL;DR: No earnings or strategic news; filing is informational, investment thesis unchanged.

Because the 8-K omits revenue, margin or backlog data, it offers little to refine valuation models. Governance stability—directors re-elected, auditor retained—supports business continuity but does not alter cash-flow projections. CFO compensation is immaterial relative to Virco’s cost structure. Consequently the filing is neutral for share price direction.

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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): June 17, 2025

VIRCO MFG. CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-8777

95-1613718

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2027 Harpers Way

Torrance

California

90501

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (310) 533-0474

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 (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, $0.01 par value per share

VIRC

The Nasdaq Stock Market LLC

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. [ ]

TABLE OF CONTENTS

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.07 Submission of Matters to a Vote of Security Holders

SIGNATURES

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 19, 2025, the Compensation Committee of the Board of Directors of Virco Mfg. Corporation (the “Company”) approved an increase in the base compensation of Bassey Yau, Senior Vice President and Chief Financial Officer of the Company, to $340,000, in connection with her recent appointment to that role as of April 30, 2025.

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

The Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 17, 2025. A total of 15,738,138 shares of common stock were entitled to vote, of which 12,824,228 shares were present in person or by proxy at the Annual Meeting. Two items of business were acted upon by the stockholders at the Annual Meeting. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below:

1.    Election of Directors. Stockholders elected Bradley Richardson and Douglas A. Virtue, the Company’s nominees for Class III director, for a term expiring at the 2028 Annual Meeting of Stockholders, with the number of votes cast for and withheld and broker non-votes set forth below:

			Votes For			Votes Withheld			Broker Non-Votes
Bradley Richardson			10,089,840			1,293,051			1,441,337
Douglas A. Virtue			10,575,131			807,760			1,441,337

2.    Ratification of Appointment of Moss Adams LLP. The proposal to ratify the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 was approved. The votes regarding this proposal were as follows:

			Votes For			Votes Against			Abstain
			12,637,924			173,568			12,736

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.

			VIRCO MFG. CORPORATION (Registrant)
Date: June 20, 2025			/s/ Robert A. Virtue
			(Signature)
			Name:						Robert A. Virtue
			Title:						Chief Executive Officer and Chairman of the Board of Directors

FAQ

What is Virco (VIRC) paying its new CFO?

The Compensation Committee set Bassey Yau’s base salary at $340,000 effective 19 June 2025.

Which directors were elected at Virco’s 2025 Annual Meeting?

Shareholders elected Bradley Richardson and Douglas A. Virtue as Class III directors for terms ending in 2028.

Was the appointment of Moss Adams LLP as auditor approved?

Yes. The proposal passed with 12,637,924 for, 173,568 against and 12,736 abstentions.

How many Virco shares were represented at the meeting?

A total of 12,824,228 shares (81.5% of shares entitled to vote) were present in person or by proxy.

Does the 8-K contain any earnings or revenue information?

No. The filing is limited to governance and compensation matters; it does not include financial performance data.