10-K/A: EVI Industries Amends 10-K for Governance, Compensation

EVI Industries, Inc. filed an amendment to its annual report to provide detailed information on executive compensation, corporate governance, and related party transactions for the fiscal year ended June 30, 2025.

Summary

• This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2025, was filed to provide information required by Items 10-14 of Part III, covering directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees.
• No financial statements are included in this amendment, and it does not reflect subsequent events occurring after the original filing date of September 11, 2025.
• New certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are included, with certain paragraphs omitted due to the absence of financial statements.
• The aggregate market value of common stock held by non-affiliates was approximately $95,922,785 as of December 31, 2024.
• There were 12,840,637 outstanding shares of common stock as of October 17, 2025.
• BDO USA, P.C. of Miami, Florida, serves as the independent registered public accounting firm.

Sentiment

Score: 6

Explanation: The filing is a factual amendment providing detailed governance and compensation information. It is neutral in tone, presenting standard disclosures without explicit positive or negative framing of operational results. The substantial executive compensation and the 'controlled company' status are notable aspects.

Positives

• The company believes its directors, executive officers, and 10% stockholders complied with all Section 16(a) filing requirements for fiscal 2025.
• An Insider Trading Policy and a Code of Business Conduct and Ethics, supplemented by a Senior Financial Officers Code of Ethics, are in place to promote compliance with insider trading laws and ethical conduct.
• The Audit Committee consists of independent and financially literate members, with Timothy P. LaMacchia qualified as an audit committee financial expert.
• The Compensation Committee engaged Pearl Meyer, a third-party executive compensation consulting firm, to assist with the review and determination of the Chief Executive Officer's compensation.
• The non-employee director compensation program is designed to attract and retain qualified directors, reward service, and align interests with stockholders through both equity awards and cash fees.

Risks

• The present value of restricted stock awards and units is significantly less than their grant date fair value due to long-term vesting and the risk of forfeiture until vesting.
• The company is a 'Controlled Company' as management and the Board collectively have voting power over approximately 56.2% of the total voting power, which could limit the influence of minority shareholders.

Future Outlook

Henry M. Nahmad's annual base salary will increase to $700,000, effective September 29, 2025. Discretionary cash bonuses and restricted stock awards/units granted in September 2025 will be reflected in the fiscal year ending June 30, 2026, compensation. Various long-term equity awards for executives and directors are scheduled to vest in installments, with some extending as far as November 2040.

Management Comments

• The Compensation Committee considered the company's success and performance, including continued growth, optimization and modernization initiatives, and the buy-and-build growth strategy, along with Mr. Nahmad's contributions, when approving his October 2023 bonus and stock award.
• The Compensation Committee considered Mr. Nahmad's current and past compensation and the company's achievements under his leadership, including financial performance, business acquisitions, technology investments, supplier relationships, and investor relations, when approving his September 2024 bonus and stock award.
• The Compensation Committee considered the report of Pearl Meyer, an executive compensation consulting firm, as well as Mr. Nahmad's current and past compensation and his and the company's performance and achievements during fiscal 2025, when approving his September 2025 bonus and stock award.
• For Mr. Marks and Mr. Lazar, the Compensation Committee considered Mr. Nahmad's recommendations, their current and past compensation, and their respective performance and the company's performance during fiscal 2025 when making compensation decisions in September 2025.

Industry Context

The filing primarily focuses on internal corporate governance and compensation structures. While it mentions the commercial laundry industry in the context of a director's experience and the company's 'buy-and-build growth strategy' suggests ongoing consolidation or expansion within its sector, it does not provide explicit analysis of broader industry trends or competitive landscape.

Management Changes

Corporate Governance

Related Party Transactions

• Western State Design, a wholly-owned subsidiary, leases 17,600 square feet of warehouse and office space from an affiliate of director Dennis Mack and Executive Vice President Tom Marks. The lease was renewed for a second three-year term commencing October 2024, with base rent increasing to $21,000 per month (from $19,000). Payments totaled approximately $244,000 in fiscal 2025 and $252,000 in fiscal 2024.
• AAdvantage Laundry Systems, a wholly-owned subsidiary, leases warehouse and office space from an affiliate of Mike Zuffinetti, its former Chief Executive Officer. The lease was renewed for a first three-year term commencing November 2023, with base rent increasing to $40,000 per month (from $36,000). Payments totaled approximately $480,000 in fiscal 2025 and $464,000 in fiscal 2024.
• Yankee Equipment Systems, a wholly-owned subsidiary, leases 12,500 square feet of warehouse and office space from an affiliate of Peter Limoncelli, its President. The lease was renewed for a first three-year term commencing November 2023, with base rent for the first year of renewal at $12,500 per month (from $11,000) and $12,750 per month for the second year. Payments totaled approximately $152,000 in fiscal 2025 and $150,000 in fiscal 2024.

Stakeholder Impact

• Shareholders: Provided transparency on executive and director compensation, security ownership, and corporate governance. The 'controlled company' status indicates that a majority of voting power rests with management and the Board, which could be a consideration for minority shareholders regarding their influence.
• Employees: The company offers a participatory Section 401(k) Profit Sharing Plan with a discretionary company match of 50% of employee contributions up to 6% of yearly compensation.
• Management/Executives: Significant compensation packages, including long-term equity awards, are designed to align their interests with the long-term performance and growth strategy of the company.

Next Steps

• Mr. Nahmad's increased annual base salary of $700,000 will become effective on September 29, 2025.
• Discretionary cash bonuses and restricted stock awards/units granted in September 2025 will be included in the applicable Named Executive Officer's compensation for the fiscal year ending June 30, 2026.
• Various restricted stock awards and units held by executives and directors are scheduled to vest in future installments, with some vesting schedules extending up to ten years from their grant dates.

Key Dates

Recommendation

This filing is an amendment focused on detailed corporate governance, executive compensation, and related party transactions, rather than new operational or financial performance results. While it provides valuable transparency on internal structures and remuneration, it does not contain information that would typically alter an investment thesis or significantly influence the share price. The 'controlled company' status is a governance factor to note, but without new financial or strategic updates, a 'hold' recommendation is appropriate for existing investors.

Keywords

EVI Industries, SEC filing, 10-K/A, annual report amendment, executive compensation, corporate governance, director independence, related party transactions, audit fees, stock awards, restricted stock units, NYSE American