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): March 9, 2026
OPTEX SYSTEMS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41644 | 90-0609531 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1420 Presidential Drive, Richardson, TX | 75081-2439 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (972) 644-0722
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 DFR 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 | OPXS | NASDAQ |
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 5.07 Submission of Matters to a Vote of Security Holders.
On March 9, 2026, Optex Systems Holdings, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “Meeting”). As of the record date for the Meeting, 6,937,358 shares of the Company’s common stock were issued and outstanding. A total of 5,814,286 shares of the Company’s common stock, constituting a quorum, were present or represented by proxy at the Meeting. At the Meeting, the Company’s shareholders voted on the following proposals:
| 1. | To elect five nominees to the Company’s board of directors (the “Board”), each for a term expiring at the next annual meeting of shareholders, and until his successor has been duly elected and qualified: |
| Director | For | Withhold | Broker Non-Votes | |||||||||
| Chad M. George | 3,993,581 | 50,812 | 1,769,893 | |||||||||
| Dayton Judd | 3,921,761 | 122,632 | 1,769,893 | |||||||||
| Dale E. Lehmann | 3,995,478 | 48,915 | 1,769,893 | |||||||||
| R. Rimmy Malhotra | 3,813,077 | 231,316 | 1,769,893 | |||||||||
| Danny R. Schoening | 3,939,084 | 105,309 | 1,769,893 | |||||||||
| 2. | To ratify the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2026: |
| For | Against | Abstain | |||||||
| 5,802,742 | 10,622 | 922 | |||||||
As a result of the Meeting, all five director nominees were elected to the Board and Whitley Penn LLP’s appointment as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2026 was ratified.
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.
| Optex Systems Holdings, Inc. | ||
| (Registrant) | ||
| By: | /s/ Karen Hawkins | |
| Karen Hawkins | ||
| Title: | Chief Financial Officer | |
Date: March 9, 2026