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: ~~May~~June 1912, 2023

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. [ ]

TABLE OF CONTENTS

Item 52.02 ~~Departure~~- ofResults ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Operations ~~Appointment~~and ofFinancial ~~Certain~~Condition ~~Officers; Compensatory Arrangements of Certain Officers.~~ Item 9.01 - Financial Statements and Exhibits. SIGNATURES

Item 5 2.02. Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~Effective~~On ~~May~~June 1912, 2023, ~~the Board of Directors of~~ Virco Mfg. Corporation (~~the~~ “~~Company~~Virco”) ~~approved~~issued ~~the~~a ~~amendment~~press ~~and~~release ~~restatement~~reporting ofits ~~the~~financial ~~Company’s~~results ~~2019~~for ~~Omnibus Equity Incentive Plan (~~the ~~“Plan”)~~first ~~under~~quarter ~~which~~ended ~~officers,~~April ~~employees~~30, ~~directors and advisers to the Company and its subsidiaries may receive equity-based and other incentive awards~~2023. ~~The~~A ~~Plan~~copy ~~was~~of ~~amended to (i) remove~~ the ~~ability~~press torelease ~~provide~~is ~~“gross-up”~~attached ~~tax~~hereto ~~payments~~as toExhibit 99.1. ~~meet~~The ~~excise~~information ~~taxes or other income tax liabilities~~ in ~~connection~~this ~~with~~Item 2.02 ~~awards~~and ~~(none of which have historically been paid by~~ the ~~Company),~~exhibit ~~(ii)~~attached ~~clarify~~hereto ~~that all awards under the Plan~~ are ~~subject~~furnished to, ~~the~~but ~~Company’s~~not ~~clawback~~filed ~~policy and other similar laws and regulations applicable to the Company from time to time~~with, ~~(iii) clarify~~ the ~~circumstances~~Securities ~~under which performance goals specified in awards under the Plan may be modified by the Company,~~ and ~~(iv)~~Exchange ~~make certain other administrative changes~~Commission.

Item 9.01 Financial Statements and Exhibits.

The preceding summary of the changes to the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by this reference.



Exhibit No.						Description
(d) Exhibit 99.1						Press Release dated June 12 , 2023

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.						Description
Exhibit 10.1						2019 Omnibus Equity Incentive Plan, amended and restated as of May 19, 2023.

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: May 23, 2023	/s/ Robert A. Virtue
Date: June 12, 2023	/s/ Robert A. Virtue
	(Signature)
	Name:	Robert A. Virtue
	Title:	Chief Executive Officer and Chairman of the Board of Directors

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