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~~February 421, ~~2018~~2019

COMMAND SECURITY CORPORATION

(Exact Name of Registrant as Specified in Charter)

New York

001-33525

14-1626307

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

512 Herndon Parkway, Suite A ~~Herndon, Virginia 20170~~

Herndon, Virginia 20170

(Address of Principal Executive Offices) (Zip Code)

(703) 464-4735

(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))

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 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On ~~December~~February 421, ~~2018~~2019, ~~Command~~pursuant ~~Security~~to ~~Corporation (~~the ~~“Company,”~~Agreement ~~“our”~~and orPlan ~~“we”) held a special meeting~~ of ~~shareholders~~Merger (the “~~Special~~Merger ~~Meeting~~Agreement”)~~. The purpose of the Special Meeting was to consider and vote upon several proposals related to the Agreement and Plan of Merger~~, dated as of September 18, 2018 ~~(the “Merger Agreement”)~~, by and among Command Security Corporation (the “Company”), Prosegur SIS (USA) Inc., a ~~Florida~~Delaware corporation (“Parent”), and Crescent Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent (“Merger Sub”), ~~pursuant to which, upon the terms and subject to the conditions set forth therein,~~ Merger Sub ~~will~~merged ~~merge~~ with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

AtPursuant to the ~~Special~~Merger ~~Meeting~~Agreement, aeach ~~total~~issued ofand ~~8,977,112~~outstanding ~~shares~~share of the Company’s common stock, orpar 88value $0.~~57%~~0001 ofper ~~the~~share, 10(each a “Share” and,~~134~~ collectively,~~662~~ ~~shares~~the of“Shares”) ~~issued~~(other ~~and~~than ~~outstanding common~~(i) ~~stock~~Shares held by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of ~~record~~Parent asor (ii) Shares owned by any direct or indirect wholly owned subsidiary of the ~~October~~Company, 31and, ~~2018~~in each case, not held on behalf of third parties) were each cancelled and automatically converted into the right ~~record~~to ~~date~~receive ~~for~~$2.85 per Share in cash (the ~~Special~~“Merger ~~Meeting~~Consideration”). In addition, ~~were~~pursuant ~~present~~to ~~either~~the Merger Agreement, each outstanding option to purchase Shares, outstanding restricted Shares and outstanding restricted stock units, in ~~person~~each orcase, bywhether ~~proxy~~vested or unvested, was cancelled and ~~constituted~~entitles athe ~~quorum.~~holder Atof each such option to receive an amount in cash equal to (x) the ~~Special~~total ~~Meeting~~number of Shares subject to such Company option, ~~our~~whether ~~shareholders~~vested ~~voted~~or onunvested, immediately prior to the ~~matters~~effective ~~set~~time of ~~forth~~the ~~below~~Merger multiplied by (y) the excess, ~~each~~if any, of ~~which~~the Merger Consideration over the exercise price per Share under each Company ~~were~~option, ~~approved~~less applicable taxes.

1.Pursuant to ~~Proposal~~the ~~1—The~~laws of the State of New York, the Merger and the Merger Agreement were approved by the affirmative vote of holders of at least two-thirds of the outstanding Shares of the Company’s common stock entitled to vote at a special meeting of the Company’s shareholders held on December 4, 2018.

~~Our~~The ~~shareholders~~foregoing ~~voted~~description toof ~~approve~~ the Merger Agreement. Weand ~~set~~the ~~forth~~Merger ~~below~~is not complete and is qualified in its entirety by reference to the ~~final~~Merger ~~vote~~Agreement, ~~tabulation~~a copy of which was attached as Exhibit 2.1 to the ~~shareholder~~Company’s ~~vote~~Current Report on ~~this~~Form 8-K filed with ~~proposal:~~the Securities and Exchange Commission (the “SEC”) on September 24, 2018, and is incorporated herein by reference.

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,947,618		21,138		8,356		0

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, the Company has notified NYSE American LLC (“NYSE American”) on February 21, 2019 that each outstanding Share was converted in the Merger into the right to receive $2.85 ~~Proposal~~in cash, without interest, as set forth in Item 2~~—Advisory~~.01 ~~Vote~~hereof onwhich ~~Specified~~is ~~Compensation~~incorporated ~~for~~herein ~~Named~~by ~~Executive~~reference, ~~Officers~~and requested that NYSE American file a Form 25 with the SEC to strike the Shares from listing and registration thereon. In addition, the Company will be filing with the SEC a Form 15 to deregister the Shares under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend the reporting obligations of the Company under Sections 13 and 15(d) of the Exchange Act.

~~Our~~Item ~~shareholders voted to cast an advisory (non-binding) vote on specified compensation that may be received our named executive officers in connection with the Merger~~3.03. WeMaterial ~~set~~Modification ~~forth~~to ~~below~~Rights ~~the final vote tabulation~~ of ~~the~~Security ~~shareholder vote on this proposal:~~Holders.

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,300,164		299,936		377,012		0

Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each outstanding Share was converted in the Merger into the right to receive $2.85 in cash, without interest. See the disclosure regarding the Merger and the Merger Agreement under Item 2.01 hereof for additional information.

3Item 5.01. ~~Proposal~~Changes ~~No.~~in ~~3—Vote~~Control onof ~~Adjournment~~Registrant.

~~Our~~As ~~shareholders~~a ~~voted~~result ~~to permit our board~~ of ~~directors to adjourn~~ the ~~Special Meeting~~Merger, ifthe ~~necessary,~~Company tobecame ~~solicit~~a ~~additional~~wholly ~~proxies in~~owned ~~favor~~subsidiary of ~~the~~Parent. ~~proposal~~See tothe ~~approve~~disclosure regarding the Merger ~~Agreement. Such an adjournment was not necessary~~ and the Merger ~~Special~~Agreement ~~Meeting~~under ~~was~~Item ~~not adjourned~~2.01 Wehereof ~~set~~for ~~forth~~additional ~~below the final vote tabulation of the shareholder vote on this proposal:~~information.

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,856,464		104,703		15,945		0

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 21, 2019, the following directors of the Company resigned from its board of directors, effective upon completion of the Merger: Thomas P. Kikis, Craig P. Coy, James P. Heffernan, Jerry L. Johnson and Mark J. Sullivan.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 18, 2018, by and among Command Security Corporation, Prosegur SIS (USA) Inc. and Crescent Merger Sub, Inc. (previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 24, 2018 and incorporated herein by reference).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

COMMAND SECURITY CORPORATION By: /s/ N. Paul Brost Name: N. Paul Brost Title: Chief Financial Officer

	COMMAND SECURITY CORPORATION

Date: February 22, 2019	By:	/s/ N. Paul Brost
	Name:	N. Paul Brost
	Title:	Chief Financial Officer

Dated: December 4, 2018

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