FALSE000009930200000993022026-09-092026-09-09
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
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| Date of Report (Date of earliest event reported) | | September 9, 2026 |
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Transcat, Inc. |
| (Exact name of registrant as specified in its charter) |
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| Ohio | 000-03905 | 16-0874418 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
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35 Vantage Point Drive, Rochester, New York | 14624 |
| (Address of principal executive offices) | (Zip Code) |
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| Registrant's telephone number, including area code | (585) 352-7777 |
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| (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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.50 par value | TRNS | 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.
At the annual meeting of shareholders of the Company held on September 9, 2026, the Company's shareholders voted on the matters described below:
Proposal 1: The Company's shareholders elected the following nominees as directors, each to serve for a one-year term expiring in 2027 or until his or her successor is duly elected and qualified:
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| Director Nominee | | Votes For | | Authority Withheld | | Broker Non-Votes |
| Dawn G. DePerrior | | 7,970,329 | | 108,427 | | 614,849 |
| Christopher P. Gillette | | 7,933,860 | | 144,896 | | 614,849 |
| Gary J. Haseley | | 7,982,073 | | 96,683 | | 614,849 |
| Mbago M. Kaniki | | 7,837,448 | | 241,308 | | 614,849 |
| Cynthia M. Langston | | 8,007,300 | | 71,456 | | 614,849 |
| Robert L. Mecca | | 8,056,315 | | 22,441 | | 614,849 |
Proposal 2: The Company's shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers:
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 7,921,274 | | 153,061 | | 4,421 | | 614,849 |
Proposal 3: The Company's shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 27, 2027:
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| Votes For | | Votes Against | | Votes Abstained |
| 8,692,380 | | 868 | | 357 |
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.
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| | TRANSCAT, INC. |
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| Dated: September 10, 2026 | By: | /s/ Thomas L. Barbato |
| | Thomas L. Barbato |
| | Senior Vice President of Finance and Chief Financial Officer |