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): January 13, 2023

Registrant’s telephone number, including area code: (561) 848-4311

(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:

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. ☐

Securities registered pursuant to Section 12(b) of the Act: None

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

On January 13, 2023, the Annual Meeting of Stockholders (the “Annual Meeting”) of Solitron Devices, Inc. (the “Company”) was held. At the Annual Meeting, the Company’s stockholders voted on (i) the election of one director as a Class III director to serve for a term until the 2025 Annual Meeting of Stockholders (Proposal 1); (ii) ratification of the appointment of MaloneBailey LLP as the Company’s independent certified public accountants for the fiscal year ending February 28, 2023 (Proposal 2); (iii) approval of a non-binding advisory vote on the compensation of the named executive officer of the Company (“Say on Pay”) (Proposal 3) and (iv) the approval to transact such other and further business as may properly come before the meeting or any adjournments or postponements of the meeting (Proposal 4). The proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 2, 2022.

Set forth below are the voting results on each matter submitted to the stockholders at the Annual Meeting.

Proposal 1. The Company’s stockholders voted to elect Mr. Charles M. Gillman as the Company’s director. The Class III director will serve for a term until the 2025 Annual Meeting of Stockholders:

Proposal 2. The Company’s stockholders voted to ratify the appointment of MaloneBailey LLP as the Company’s independent registered public accountants for the fiscal year ending February 28, 2023.

Proposal 3. The Company’s stockholders voted to approve a non-binding advisory vote on the compensation of the named executive officer of the Company (“Say on Pay”).

As there were sufficient votes to approve proposals 1, 2 and 3, proposal 4 was moot.

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.