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): ~~May~~June 2212, 2024

PROFIRE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-36378

20-0019425

(State or other jurisdiction of incorporation)

Commission
File Number)

(IRS Employer
Identification No.)

321 South 1250 West, Suite 1, Lindon, Utah

(Address of principal executive offices)

84042

(Zip code)

801 796-5127

(Registrant’s telephone number, including area code)

N/A

(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 revise financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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, $0.001 Par Value	PFIE	NASDAQ

Item 75.0107 Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders

OnThe ~~May 22, 2024, the~~ Company ~~announced~~held ~~that~~ its ~~Board~~Annual Meeting of ~~Directors~~Stockholders ~~had~~(the ~~authorized~~“Meeting”) aon ~~share~~June ~~repurchase~~12, ~~program~~2024 ~~allowing~~in ~~the~~Lindon, ~~Company~~Utah. toOf ~~repurchase~~the ~~up to $2~~47,~~000~~098,~~000~~732 ~~worth~~total shares of ~~the Company’s~~ common stock ~~from~~of ~~time~~the toCompany ~~time~~that ~~through~~were ~~June~~issued ~~30,~~and ~~2025.~~outstanding ~~Any~~on ~~purchases~~April ~~under~~15, 2024, the ~~program~~record ~~will~~date befor ~~made at~~ the ~~discretion~~Meeting, of32,123,588 ~~management.~~shares, ~~The~~constituting ~~size~~approximately ~~and~~68% ~~timing~~ of ~~any~~the ~~purchases~~total ~~will~~outstanding ~~depend~~shares, onwere ~~price,~~represented ~~market~~in ~~and~~person ~~business~~or ~~conditions~~by ~~and~~proxy ~~other~~at ~~factors~~the Meeting.

The ~~information~~matters ~~contained~~voted inon ~~Items 7.01~~ and ~~9.01 shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~results ~~Exchange Act~~ of ~~1934, as amended, or otherwise subject to~~ the ~~liabilities~~votes ofwere ~~that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934,~~ as ~~amended, or the Securities Act of 1933, as amended, except as otherwise expressly set forth by specific reference in such a filing.~~follows:

1. The stockholders elected five directors to the Company’s board of directors for the ensuing year and until their successors are elected and qualified. The votes regarding this proposal were as follows:


Nominee	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Brenton W. Hatch	24,545,785	1,008,330	11,009	6,659,473
Ryan W. Oviatt	25,023,270	530,660	11,195	6,659,473
Daren J. Shaw	25,081,359	472,571	11,195	6,659,473
Ronald R. Spoehel	25,126,451	427,479	11,195	6,659,473
Colleen Larkin Bell	22,943,965	2,610,035	11,125	6,659,473

2. The stockholders voted to approve executive compensation on an advisory (non-binding) basis.


Approve Executive Compensation	APPROVE	AGAINST	ABSTAIN	BROKER NON-VOTES
	24,198,205	145,388	1,232,532	6,659,473

3. The stockholders ratified the appointment of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the 2024 fiscal year. The votes regarding this proposal were as follows:


Auditor	FOR	AGAINST	ABSTAIN
Sadler, Gibb & Associates	32,028,588	79,285	15,715


Item 9.01.			Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
99.1						Press Release Share Repurchase Program
104.0						Cover Page Interactive Data File (embedded within the Inline XBRL) document)
104.0						Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURE~~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~~thereunto duly authorized.

	PROFIRE ENERGY, INC.
Date:	By:	/s/ Ryan W. Oviatt
May 24, 2024		Ryan W. Oviatt
June 14, 2024		Ryan Oviatt
		Co-Chief Executive Officer
		Co-Chief Executive Officer & President
	By:	/s/ Cameron M. Tidball
		Cameron M. Tidball
		Co-Chief Executive Officer & President

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