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Washington, D.C. 20549   

 

 

 

 

Date of Report (Date of earliest event reported): August 25, 2023

 

MESA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

 

 

 

 

Registrant’s telephone number, including area code: 303-987-8000

 

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 (see General Instruction A.2. below):

 

 

Securities registered under Section 12(b) of the Act:

 

 

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 5.03          AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

 

On August 25, 2023, Mesa Laboratories, Inc. (“Mesa” or the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, as described in Item 5.07 below, the shareholders approved and adopted amended and restated articles of incorporation of the Company (the “Amended and Restated Articles of Incorporation”) to: remove the specific purposes of the Company, amend the director exculpation provisions, and make certain non-substantive amendments to eliminate provisions that are no longer necessary. Following the Annual Meeting, on August 25, 2023, the Amended and Restated Articles of Incorporation were filed with the Colorado Secretary of State and became effective.

 

The foregoing description of the Amended and Restated Articles of Incorporation is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Articles of Incorporation, a copy of which is filed as Exhibit 3.1 to the Current Report on Form 8-K and incorporated herein by reference.

 

 

ITEM 5.07          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

As noted in Item 5.03, the Annual Meeting was held on August 25, 2023. Holders of 5,384,280 shares of Mesa’s common stock were entitled to vote, of which 5,025,340 shares were represented in person or by proxy at the Annual Meeting.

 

The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Company’s proxy statement for the Annual Meeting, are as follows:

 

Proposal 1 – Election of directors

 

Each of John Sullivan, Shiraz Ladiwala, Jenny Alltoft, Shannon Hall, Tony Tripeny, and Gary Owens was elected to the board of directors of Mesa to hold office for a one-year term, until the 2024 annual meeting of shareholders.

 

 

Proposal 2 – Ratification of the selection by our Audit Committee of Plante & Moran, PLLC to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024

 

The appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the year ending March 31, 2024 was approved. 

 

 

Proposal 3 – Approval on a non-binding basis of the compensation of Mesa’s named executive officers

 

The compensation of the Company’s named executive officers, as disclosed in the proxy statement, was approved on a non-binding advisory basis. 

 

 

Proposal 4 – Approval of an amendment to the 2021 Equity Incentive Plan

 

The amendment to the Company’s 2021 Equity Incentive Plan was approved. 

 

 

 

Proposal 5 – Approval and adoption of the Amended and Restated Articles of Incorporation

 

The Amended and Restated Articles of Incorporation were approved and adopted. 

 

Remove specific purposes of the Company:

 

 

Amend director exculpation provisions:

 

 

Non-substantive amendments:

 

 

Proposal 6 – Non-binding shareholder proposal regarding greenhouse gas emissions reporting

 

A shareholder’s proposal for Mesa to present Scope 1 through 3 greenhouse gas emissions was not approved.

 

 

ITEM 9.01          FINANCIAL STATEMENTS AND EXHIBITS

 

 

 

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.