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. |
At the annual meeting of stockholders of VerifyMe, Inc. (the “Company”) held on June 9, 2022, the Company’s stockholders voted on the matters described below.
Proposal 1. The Company’s stockholders elected the following nominees as directors, each to serve for a one-year term expiring in 2023 and until their successors are duly elected and qualified, or until the director’s earlier death, resignation or removal.
| Director Nominee | Votes For | Authority Withheld | Broker Non-Votes | |||
| Chris Gardner | 2,595,877 | 93,822 | 1,177,073 | |||
| Marshall Geller | 2,630,220 | 59,479 | 1,177,073 | |||
| Howard Goldberg | 2,630,797 | 58,902 | 1,177,073 | |||
| Scott Greenberg | 2,646,531 | 43,168 | 1,177,073 | |||
| Arthur Laffer | 2,589,809 | 99,890 | 1,177,073 | |||
| Adam H Stedham | 2,639,647 | 50,052 | 1,177,073 | |||
| Patrick White | 2,646,535 | 43,164 | 1,177,073 |
Proposal 2. The Company’s stockholders approved the First Amendment to the VerifyMe, Inc. 2021 Stock Purchase Plan.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 2,542,597 | 136,280 | 10,822 | 1,177,073 |
Proposal 3. The Company’s stockholders ratified the selection of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
| Votes For | Votes Against | Votes Abstained | ||
| 3,851,777 | 5,273 | 9,722 |
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.
| VerifyMe, Inc. | |||
| Date: June 15, 2022 | By: | /s/ Patrick White | |
| Patrick White | |||
| Chief Executive Officer | |||