ASTROTECH Corp

Regulatory Filings • Nov 15, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 15, 2022****

Astrotech Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	001-34426	91-1273737
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2105 Donley Drive, Suite 100 , Austin , Texas		78758
(Address of Principal Executive Offices)		(Zip Code)

( 512 ) 485-9530****

Registrant ’ s Telephone Number, Including Area Code

(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 ( see General Instruction A.2. below):

☐	Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communication 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 , $0.001 par value per share	ASTC	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 November 15, 2022, Astrotech Corporation (the “Company”) held its annual meeting of shareholders (the “Meeting”), pursuant to notice duly given, at 2105 Donley Drive, Suite 100, Austin, Texas 78758. Of the 50,630,849 shares of common stock entitled to vote at the Meeting, 34,682,928 shares were present in person or by proxy. The matters voted upon at the Meeting and the results of such voting are set forth below:

Proposal 1 – Election of Directors

By the votes reflected below, our shareholders elected the following individuals to serve as directors to serve for the respective terms prescribed by the Company’s bylaws:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Thomas B. Pickens III	20,226,565	3,572,995	10,883,368
Daniel T. Russler, Jr.	12,608,314	11,191,246	10,883,368
Tom Wilkinson	14,349,314	9,450,246	10,883,368
Jim Becker	14,769,284	9,030,276	10,883,368

Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm

By the votes reflected below, our shareholders ratified the appointment of Armanino, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023:

Votes For	Votes Against	Abstentions
33,205,745	1,060,306	416,877

Proposal 3 – Approval of Reverse Stock Split

By the votes reflected below, our shareholders approved (a) authorization to our Board of Directors (the “Board”) to effect, in its discretion prior to December 31, 2022, a reverse stock split of all of our issued and outstanding common stock at a specific ratio, ranging from one-for-five to one-for-thirty, with the timing and ratio to be determined by the Board, and (b) a corresponding amendment to the Company’s certificate of incorporation to effect the reverse stock split:

Votes For	Votes Against	Abstentions
28,731,741	5,890,789	60,398

Proposal 4 – Adjournment to Solicit Additional Proxies

By the votes reflected below, our shareholders approved an adjournment of the Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve Proposal Three; however, an adjournment of the Meeting to a later date is not necessary in light of the approval of Proposal Three.

Votes For	Votes Against	Abstentions
30,819,901	3,795,037	67,990

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.

Date:
Astrotech Corporation
By:	/s/ Thomas B. Pickens III
Name:	Thomas B. Pickens III
Title:	Chairman of the Board and Chief Executive Officer