Document

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) October 13, 2020

NV5 GLOBAL, INC.

(Exact Name of Registrant as Specified in Its Charter)



Delaware		001-35849	45-3458017
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

200 South Park Road,	Suite 350
Hollywood,	Florida		33021
(Address of Principal Executive Offices)			(Zip Code)

(954) 495-2112

(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 (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 240.14d-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 Exchange Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	NVEE	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 13, 2020, NV5 Global, Inc. (the “Company”) received notification from Nasdaq that it was no longer in compliance with Nasdaq’s majority independent director requirement and Audit Committee composition requirements as set forth in Listing Rules 5605(b)(1) and 5605(c)(2)(A). These rules require that the Company’s Board of Directors be composed of a majority of independent directors and that the Audit Committee of the Board of Directors consist of at least three independent members. The Company’s Board of Directors had been composed of four independent directors and three non-independent directors but the decision of independent director Gerald J. Salontai to resign in September 2020 resulted in the Board consisting of an equal number of independent and non-independent directors and created a vacancy on the Audit Committee.

The Nasdaq notification has no immediate effect on the listing of the Company’s common stock. Consistent with Listing Rule 5605(b)(1)(A) and 5605(c)(4), Nasdaq provides the Company a cure period in order to regain compliance until the earlier of the Company’s next annual shareholders’ meeting or September 4, 2021. The Board is conducting a director search process and expects to be compliant with the majority independent Board members and Audit Committee composition requirements of Nasdaq Listing Rule 5605 by or before the end of the cure period.

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.

Dated: October 14, 2020



		NV5 GLOBAL, INC.

	By:	/s/ Richard Tong
	Name: Title:	Richard Tong Executive Vice President and General Counsel