INTEST CORP

Regulatory Filings • Jun 29, 2020

8-K 1 intt20200626_8k.htm FORM 8-K intt20200626_8k.htm Generated by ThunderDome Portal - 6/26/2020 4:38:13 PM

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

June 24, 2020 Date of Report (Date of earliest event reported)

inTEST Corporation (Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation) 1-36117 (Commission File Number) 22-2370659 (I.R.S. Employer Identification No.)

804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey 08054 (Address of Principal Executive Offices, including zip code)
(856) 505-8800 (Registrant's Telephone Number, including area code)
N/A (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	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	INTT	NYSE American

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 o r Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

On June 24, 2020, immediately following the inTEST Corporation (the “Company”) 2020 Annual Meeting of Stockholders (the “Annual Meeting”) described below in Item 5.07, the Company entered into new indemnifications agreements (the “Indemnification Agreements”) with each of its current directors and executive officers (each an “Indemnitee”).

Under the terms of the Indemnification Agreements, subject to certain exceptions specified in the Indemnification Agreements, the Company will indemnify each Indemnitee to the fullest extent permitted by Delaware law in the event the Indemnitee becomes subject to or a participant in certain claims or proceedings as a result of the Indemnitee's service as a director or officer. The Company will also, subject to certain exceptions and repayment conditions, advance to the Indemnitee specified indemnifiable expenses incurred in connection with such claims or proceedings. The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Indemnification Agreements, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On June 24, 2020, the Company held its Annual Meeting. At the Annual Meeting, the stockholders voted on the following matters:

1. — Nominee	Votes For	Votes Withheld	Broker Non-Votes
Steven J. Abrams, Esq.	4,748,022	1,375,621	2,026,887
Jeffrey A. Beck	5,484,416	639,227	2,026,887
Joseph W. Dews IV	5,399,110	724,533	2,026,887
Gerald J. Maginnis	5,463,078	660,565	2,026,887
James Pelrin	5,338,532	785,111	2,026,887

2. — Votes For	Votes Against	Votes Abstained
7,659,215	434,668	56,647

3. — Votes For	Votes Against	Votes Abstained	Broker Non-Votes
4,861,475	573,573	688,595	2,026,887

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Form of Indemnification Agreement

SIGNATURE

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.

inTEST CORPORATION
By: /s/ Hugh T. Regan, Jr.
Hugh T. Regan, Jr.
Secretary, Treasurer and Chief Financial Officer

Date: June 2 9, 20 20