Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On January 13, 2021, the Registrant held its annual shareholders' meeting, during which Frederick Fendel III and Daniel Kozlowski were elected to serve on the Registrant's board of directors (the "Board"). Messrs. Fendel and Kozlowski are replacing two long-term directors, Harrison Augur and Richard Guido, who did not stand for re-election. Messrs. Augur's and Guido's decision not to stand for re-election was not the result of a disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices. The Registrant is excited to welcome Messrs. Fendel and Kozlowski to its board and is thankful for the years of service provided by Messrs. Augur and Guido, their valuable guidance and knowledge will be missed.

The Board has determined that Messrs. Fendel and Kozlowski are independent under the rules of The NASDAQ Stock Market. There is no arrangement or understanding between Messrs. Fendel and Kozlowski and any other person pursuant to which they were selected to serve as a director. Additionally, there are no related party transactions involving the Registrant and Messrs. Fendel and Kozlowski that the Registrant would be required to report pursuant to Item 404(a) of Regulation S-K.

Following the annual meeting the Board updated the membership and chairmanship of its Board committees:

Fiscal 2021 Board and Committee Membership


                       Audit   Compensation Nominating
      Director       Committee  Committee   Committee
Patrick Beirne (1)       X          -           -
Peter Howell           Chair        -           -
Arthur Epker III         X        Chair         -
Jeffrey Sheets           -          X         Chair
Frederick Fendel III     -          -           X
Daniel Kozlowski         -          X           X

(1) Mr. Beirne was elected chairperson of the Board

Board members receive compensation for their service as non-employee directors pursuant to the Registrant's non-employee director compensation policy, as amended. In accordance with this policy, on January 13, 2020, each Board member, including Messrs. Fendel and Kozlowski, were issued 2,000 unrestricted shares of the Registrant's common stock. In addition, each Board member will be paid $12,000 per year, $1,000 for each committee on which the Board member serves, $1,000 for attendance at each Board meeting, and $1,000 for attendance at each committee meeting held separately from the Board meetings.

A copy of the news release announcing the Board appointment is attached hereto as Exhibit 99.1.

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

The Registrant held its annual meeting of shareholders on January 13, 2021. Holders of 23,868,216 shares of common stock outstanding on November 16, 2020, were entitled to vote at the meeting, of which 21,637,970 shares, or 90.65% of those entitled to vote, were present in person or by proxy at the meeting. The results of the matters voted upon and approved at the meeting are as follows:

1. Election of directors.





                                              Broker
                           For     Withheld  Non-Votes

Mark W. Harding 16,348,932 150,236 5,138,802 Patrick J. Beirne 16,357,900 141,268 5,138,802 Arthur G. Epker III 11,167,441 5,331,727 5,138,802 Frederick A. Fendel III 16,402,031 97,137 5,138,802 Peter C. Howell 16,321,277 177,891 5,138,802 Daniel R. Kozlowski 16,401,041 98,127 5,138,802 Jeffrey G. Sheets 13,182,196 3,316,972 5,138,802

2. For the ratification of the appointment of Plante & Moran PLLC as the


    Registrant's independent registered public accounting firm for the 2021 fiscal
    year.



                            Broker
   For     Against Abstain Non-Votes
21,533,377  9,693  94,900      0

3. For the approval, on an advisory basis, of executive compensation.





                            Broker
   For     Against Abstain Non-Votes
16,316,601 95,971  86,596  5,138,802

Item 7.01 Regulation FD Disclosure

On January 15, 2021, the Registrant issued a press release announcing the appointment of Frederick Fendel and Daniel Kozlowski to the Board of Directors. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information contained in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1 is being furnished, and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information contained in the press release shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits.



Exhibit No.   Description
   99.1       Press Release dated January 15, 2021 announcing the appointment of
              Frederick Fendel and Daniel Kozlowski to the Board of Directors

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