UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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 Submission of Matters to a Vote of Security Holders.
On May 27, 2021, DZS Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A, as filed with the U. S. Securities and Exchange Commission on April 13, 2021 (the “Proxy Statement”). Of the 26,883,278 shares of common stock outstanding and entitled to vote, 21,046,874 shares, or 78.28%, were represented in person or by proxy at the Annual Meeting. The following is a brief description of each matter voted upon and the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter:
Proposal 1 - Election of Class II Directors
Stockholders elected each of the three nominees for Class II director to serve until the Company’s 2024 Annual Meeting of Stockholders and until his or her respective successor has been duly elected and qualified. The voting results were as follows:
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Matt W. Bross |
19,460,517 |
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39,388 |
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1,546,969 |
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David Schopp |
18,859,671 |
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640,234 |
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1,546,969 |
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Choon Yul Yoo |
19,045,414 |
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454,491 |
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1,546,969 |
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The voting results were as follows:
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Votes For |
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Votes Against |
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Abstain |
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21,033,028 |
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5,985 |
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7,861 |
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.
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Date: May 28, 2021 |
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DZS Inc. |
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By: |
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/s/ Justin Ferguson |
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Justin Ferguson |
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Chief Legal Officer |