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Section 1: 8-K (FORM 8-K)

cui20191204_8k.htm

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):

December 3, 2019

 

Commission File Number: 0-29923

 

CUI Global, Inc.

(Exact Name of registrant as specified in Its Charter)

 

 

Colorado

84-1463284

(State or jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

   

20050 SW 112th Avenue, Tualatin, Oregon

97062

(Address of Principal Executive Offices)

(Zip Code)

 

(503) 612-2300

(Registrant’s telephone number)

 

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 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 240.1 4d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. ☐

 

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

CUI

Nasdaq Capital Market

 

 

 

 

Section 5 - Corporate Governance and Management

 

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

 

The board of directors appointed Deborah Moen, as Corporate Secretary replacing Matthew McKenzie who resigned his position of Corporate Secretary of the Company. Ms. Moen currently serves as the Company's Vice President of Accounting.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders for CUI Global, Inc. (“The Company”) on December 3, 2019, the Company’s shareholders: (i) elected seven directors; (ii) ratified the appointment of Grant Thornton LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2019; (iii) disapproved, on an advisory basis, the compensation paid to the Company’s named executive officers; (iv) advised frequency of every year for the Company's say on pay vote; and (v) denied approval of the Company's 2019 incentive award plan. Set forth below are the voting results for each of these proposals.

 

Proposal 1: Election of seven directors - each to a one-year term:

 

 

Nominee

 

For

 

Withheld

 

Broker Non-votes

             

William J. Clough

 

13,553,526

 

4,822,464

 

6,259,118

             

C. Stephen Cochennet

 

12,608,740

 

5,767,250

 

6,259,118

             

Sean P. Rooney

 

15,602,767

 

2,773,223

 

6,259,118

             

Paul D. White

 

13,539,059

 

4,836,931

 

6,259,118

             

Corey A. Lambrecht

 

9,188,316

 

9,187,674

 

6,259,118

             

James F. O’Neil III

 

16,999,520

 

1,376,470

 

6,259,118

             

Sarah Tucker

 

17,033,960

 

1,342,030

 

6,259,118

 

 

 

 

Proposal 2: Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the year ending December 31, 2019:

 

 

For   Against   Abstain   Broker Non-votes
24,463,866   92,699   78,543  

 

 

Proposal 3: Advisory vote on the Company’s executive compensation (Say-on-Pay):

 

 

For

 

Against

 

Abstain

 

Broker Non-votes

7,515,104

 

10,753,264

 

107,622

 

6,259,118

 

 

Proposal 4: Advisory vote on the frequency of a shareholder vote on executive compensation (Say-on-Frequency):

 

 

Every three years

 

Every two years

 

Every year

 

Abstain

 

Broker Non-votes

5,526,614

   

339,671

   

12,406,194

   

103,511

   

6,259,118

 

 

 

Proposal 5: To approve the adoption of the CUI 2019 Incentive Award Plan:

 

 

For

 

Against

 

Abstain

 

Broker Non-votes

7,448,324

   

10,843,618

   

84,048

   

6,259,118

 

 

 

Section 8 - Other Events

 

Item 8.01 Other Events

December 3, 2019, the Board of Directors (the “Board”) of CUI Global, Inc. (the “Company”) authorized and approved a two-year share repurchase program for up to $5 million of the currently outstanding shares of the Company’s common stock. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws of the Securities Exchange Act of 1934 (the “Exchange Act”).

 

The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-K and 10-Q filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

 

This report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on the Nasdaq Stock Exchange; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company does not undertake to update any forward looking statements or information, including those contained in this report.

 

 

 

 

Section 9 - Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

(d)     Exhibits

 

 

Exhibit No.

Description of Exhibit

99.1

Press Release dated December 4, 2019 on share repurchase program.

 

 

 

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 thereunto duly authorized.

 

Signed and submitted this 4th day of December 2019.

 

 

CUI Global, Inc.

(Registrant)

 

By:

   /s/ Daniel N. Ford

 

        Daniel N. Ford

 

        Chief Financial Officer

 

 

 

 

 

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

ex_166569.htm

Exhibit 99.1

 

 

 

CUI GLOBAL ANNOUNCES $5 MILLION SHARE REPURCHASE AUTHORIZATION

 

TUALATIN, Ore. - December 4, 2019 - CUI Global, Inc. (Nasdaq: CUI) (“CUI Global”) announced today that its Board of Directors has authorized a share repurchase program under which the Company may repurchase up to $5.0 million of CUI Global common stock at market prices. The number of shares to be repurchased and the timing of the purchases will be determined at the discretion of the Company and repurchases may be discontinued at any time.

 

“We are pleased to return a portion of the proceeds from the recent divestitures of non-core assets to shareholders in alignment with our continuing efforts to enhance shareholder value. A portion of the proceeds will also be utilized to support our Energy-centric growth strategy,” stated William J. Clough, executive chairman of CUI Global.

 

 

 

 

About CUI Global, Inc.

 

CUI Global, Inc. is a publicly traded company dedicated to maximizing shareholder value through the acquisition and development of innovative companies to create a diversified energy services platform. CUI Global’s Energy business, Orbital Gas Systems is a leader in innovative gas solutions with more than 30 years of experience in design, installation and the commissioning of industrial gas sampling, measurement and delivery systems providing solutions to the energy, power and processing markets. Orbital Gas Systems manufactures and delivers a broad range of technologies including environmental monitoring, gas metering, process control, telemetry, gas sampling and BioMethane. As a publicly traded company, shareholders can participate in the opportunities, revenues, and profits generated by the products, technologies, and market channels of CUI Global and its subsidiaries. But most important, a commitment to conduct business with a high level of integrity, respect, and philanthropic dedication allows the organization to make a difference in the lives of their customers, employees, investors and global community.

 

For more information please visit: http://www.cuiglobal.com

 

Important Cautions Regarding Forward Looking Statements

 

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to risks and uncertainties that could cause actual results to vary materially from those projected in the forward-looking statements. The Company may experience significant fluctuations in future operating results due to a number of economic, competitive, and other factors, including, among other things, our reliance on third-party manufacturers and suppliers, government agency budgetary and political constraints, new or increased competition, changes in market demand, and the performance or reliability of our products. These factors and others could cause operating results to vary significantly from those in prior periods, and those projected in forward-looking statements. Additional information with respect to these and other factors, which could materially affect the Company and its operations, are included in certain forms the Company has filed with the Securities and Exchange Commission.

 

 

External Investor Relations Counsel:

LHA Investor Relations

Sanjay M. Hurry

T: 212-838-3777

[email protected]lhai.com

 

 

 

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