boom-20240515

Delaware

001-14775

84-0608431

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

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:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, $0.05 Par Value

BOOM

The Nasdaq Global Select 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).

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. o

On May 15, 2024, the Board of Directors (the “Board”) of DMC Global Inc. (the “Company”) approved and adopted amended and restated bylaws of the Company (the “Bylaws”), effective immediately. Among other updates, the Bylaws:

•update provisions related to stockholder meeting adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case, to reflect recent amendments to the General Corporation Law of the State of Delaware;

•update and expand the procedural and informational requirements for director nominations and other proposals submitted by stockholders under the Company’s advance notice provisions, including updates to reflect the universal proxy rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended;

•establish the Chancery Court of the State of Delaware as the exclusive forum for certain actions, including certain stockholder and intra-corporate disputes, and establish the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended; and

•make various other updates, including ministerial and conforming changes, and changes in furtherance of gender neutrality.

The foregoing summary of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

The Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on May 15, 2024. At the Annual Meeting, the stockholders of the Company (i) elected the seven persons listed below to serve as directors of the Company until the 2025 Annual Meeting of Stockholders; (ii) approved, by a non-binding advisory vote, the compensation of the Company’s executive officers; and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Company had 19,982,274 shares of Common Stock outstanding as of March 21, 2024, the record date for the Annual Meeting. At the Annual Meeting, holders of a total of 17,608,193 shares of Common Stock were present in person or represented by proxy. The following sets forth information regarding the results of the voting at the Annual Meeting:

Proposal 1: The stockholders elected each of the seven nominees to the Board for a one-year term. The voting results were as follows:


Name	Shares Voted "For"	Shares Withheld	Broker Non-Votes
Michael L. Kuta	14,219,753	281,337	3,107,103
David C. Aldous	13,945,527	555,563	3,107,103
Ruth I. Dreessen	14,108,232	392,858	3,107,103
Michael A. Kelly	13,579,743	921,347	3,107,103
James O'Leary	14,419,184	81,906	3,107,103
Clifton Peter Rose	12,566,384	1,934,706	3,107,103
Ouma Sananikone	14,183,465	317,625	3,107,103

Proposal 2: The results on the non-binding advisory vote concerning the compensation of the Company's named executive officers (the “say-on-pay vote”) were as follows:


Shares Voted "For"	Shares Voted "Against"	Shares Voted "Abstain"	Broker Non-Votes
13,647,302	624,258	229,530	3,107,103

Proposal 3: The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows:

Name

Audit Committee

Compensation Committee

Corporate Governance and Nominating Committee

Risk Committee

Michael L. Kuta

David C. Aldous

Ruth I. Dreessen

Michael A. Kelly

James O'Leary

Clifton Peter Rose

Ouma Sananikone

Exhibit Number

Description

3.1

Amended and Restated Bylaws of DMC Global Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

DMC Global Inc.

Dated:

May 20, 2024

By:

/s/ Michelle Shepston

Michelle Shepston

Executive Vice President, Chief Legal Officer and Secretary