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)~~: ~~June~~July 1823, 2024

VIRCO MFG. CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-8777

95-1613718

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2027 Harpers Way

Torrance

California

90501

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (310) 533-0474

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:

¨ 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, $0.01 par value per share

VIRC

The Nasdaq Stock Market LLC

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~~TABLE ~~Submission~~OF ~~of Matters to a Vote of Security Holders.~~CONTENTS

~~Virco~~Item ~~Mfg~~1.01 ~~Corporation~~- ~~(the~~Entry ~~“Company”)~~into ~~held~~a ~~its~~Material ~~2024~~Definitive ~~Annual~~Agreement ~~Meeting~~Item ~~of Stockholders (the “Annual Meeting”) on June 18, 2024~~2.03 A- ~~total~~Creation of ~~16,347,314~~a ~~shares~~Direct ofFinancial ~~common~~Obligation ~~stock were entitled to vote, of which 12,909,738 shares were present in person~~ or byan ~~proxy~~Obligation atUnder ~~the~~an ~~Annual~~Off-Balance ~~Meeting.~~Sheet ~~Two~~Arrangement ~~items~~ of ~~business~~a ~~were~~Registrant ~~acted~~Item ~~upon by the stockholders at the Annual Meeting~~9.01 ~~The~~- ~~final~~Financial ~~voting~~Statements ~~results~~and ~~for~~Exhibits ~~each matter submitted to a vote of stockholders at the Annual Meeting are set forth below:~~SIGNATURES

Item 1. ~~Election of Directors~~01. ~~Stockholders~~ ~~elected~~Entry ~~Robert~~into ~~A. Virtue, Kathy Virtue Young and Agnieszka Winkler, the Company’s nominees for Class II director, for~~ a ~~term~~Material ~~expiring~~Definitive ~~at the 2027 Annual Meeting of Stockholders, with the number of votes cast for and withheld and broker non-votes set forth below:~~Agreement.

	Votes For	Votes Withheld	Broker Non-Votes
Robert A. Virtue	11,479,734	151,753	1,278,251
Kathy Virtue Young	10,946,215	685,272	1,278,251
Agnieszka Winkler	10,159,482	1,472,005	1,278,251

On July 23, 2024, Virco Mfg. Corporation (the “Company”) entered into new lease agreement (the “Lease”) with Starboard Distribution Center, LLC which extends the Company’s tenancy at its 560,000 sq. ft. office, manufacturing and warehouse facility in Torrance, California. The Lease extends the tenancy for 65 months, covering the period from May 1, 2025 through September 30, 2030, and provides for one five-year extension at the Company’s option. Under the Lease, the monthly base rent will be abated for the initial 5-month period from May 1, 2025 to September 30, 2025, then is set at $726,700 for October 1, 2025 through April 30, 2026, with subsequent increases of 3.5% every 12 months thereafter. The Lease also provides for a tenant improvement allowance of up to $1,677,000. The Landlord has the right to terminate the Lease upon customary events of default.

~~2. Ratification~~The offoregoing ~~Appointment~~description of ~~Moss~~the ~~Adams~~Lease ~~LLP. The~~is ~~proposal~~qualified toin ~~ratify~~its ~~the~~entirety ~~selection~~by ofthe ~~Moss~~full ~~Adams~~text ~~LLP~~of as the ~~Company’s~~Lease, ~~independent~~a ~~registered~~copy ~~public~~of ~~accounting~~which ~~firm~~is ~~for~~filed ~~the~~as ~~fiscal~~Exhibit ~~year~~10.1 ~~ending~~to ~~January~~this ~~31,~~Current ~~2025~~Report ~~was~~on ~~approved.~~Form ~~The~~8-K ~~votes~~and ~~regarding~~incorporated ~~this~~by ~~proposal~~reference ~~were~~herein. ~~as follows:~~

			Votes For			Votes Against			Abstain
			12,826,900			11,844			70,994

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



Exhibit No.						Description
10.1						Lease Agreement, dated as of July 23, 2024, by and between Starboard Distribution Center, LLC and Virco Mfg. Corporation.

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.

	VIRCO MFG. CORPORATION(Registrant)
Date: June 20, 2024	/s/ Robert A. Virtue
Date: July 23, 2024	/s/ Robert A. Virtue
	(Signature)
	Name:	Robert A. Virtue
	Title:	Chief Executive Officer ~~and Chairman of the Board of Directors~~

Filing Compare · VIRCO MFG CORPORATION