8-K

ASTRONOVA, INC.

Dated: December 5, 2025

/s/ Thomas D. DeByle

Thomas D. DeByle

Vice President, Chief Financial Officer and Treasurer

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 2, 2025

ASTRONOVA, INC.

(Exact name of registrant as specified in its charter)

Rhode Island

0-13200

05-0318215

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

600 East Greenwich Avenue

West Warwick, RI 02893

(Address of principal executive offices) (Zip Code)

(401) 828-4000

Registrant’s telephone number, including area code

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):

☐

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 Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on which Registered

Common Stock, $0.05 Par Value

ALOT

NASDAQ Global Market

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.

We held our annual meeting of shareholders on December 2, 2025. A total of 7,638,423 shares of our common stock were outstanding as of October 13, 2025, the record date for the annual meeting.

At the annual meeting, our shareholders voted (i) to elect seven directors to serve until the next annual meeting of shareholders and thereafter until their respective successors are elected and qualified, (ii) to approve an advisory (non-binding) proposal on the compensation paid to our executive officers, (iii) to approve an advisory (non-binding) proposal on the frequency of future shareholder advisory votes on the compensation paid to our named executive officers and (iv) to ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for our fiscal year ending January 31, 2026. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.

1.	Election of directors.


Nominee	For		Withheld		Broker Non-Votes
Jorik Ittmann		4,511,396		13,070		2,549,494
Shawn Kravetz		4,517,606		6,860		2,549,494
Alexis P. Michas		4,388,286		136,180		2,549,494
Darius G. Nevin		4,515,182		9,284		2,549,494
Mitchell I. Quain		4,479,638		44,828		2,549,494
Yvonne E. Schlaeppi		4,480,327		44,138		2,549,495
Richard S. Warzala		4,382,014		142,452		2,549,494

2.	To approve, on an advisory, non-binding basis, the compensation paid to our named executive officers.


For	Against	Abstain	Broker Non-Votes
4,485,855	34,705	3,905	2,549,495

3.	To approve, on an advisory, non-binding basis, the frequency of future shareholder advisory votes on the compensation paid to our named executive officers.

1 Year

2 Years

3 Years

Abstain

Broker

Non-Votes

4,089,313

3,518

431,387

248

2,549,494

4.	To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for our fiscal year ending January 31, 2026.


For	Against	Abstain	Broker Non-Votes
7,064,130	6,440	3,390	0

SIGNATURE

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.

SEC Form 8-K filed by AstroNova Inc.