UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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:
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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).
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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 19, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) online via live webcast. At the Annual Meeting, the Company’s stockholders voted on the three proposals described below. The proposals presented at the Annual Meeting are described in detail in the Company’s definitive proxy statement for its Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 7, 2023.
As of the record date for the Annual Meeting there were 11,690,381 shares of the Company’s common stock issued constituting all of the outstanding voting securities of the Company. At the Annual Meeting, shares with the voting power of 8,850,497 shares of common stock, or 75.71% of the total voting power of the Company’s outstanding common stock entitled to vote, were represented by proxy.
The final results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1 – Election of Directors.
| Votes For | Withheld | Broker Non-Votes | ||||||||||
| Dr. Carr Bettis | 6,812,373 | 42,162 | 1,995,962 | |||||||||
| Anthony Coelho | 5,996,372 | 858,163 | 1,995,962 | |||||||||
| Dr. Katherine Fleming | 6,841,508 | 13,027 | 1,995,962 | |||||||||
| David Moradi | 6,841,189 | 13,346 | 1,995,962 | |||||||||
| Jamil Tahir | 6,739,166 | 115,369 | 1,995,962 | |||||||||
Proposal 2 – To approve the 2022 compensation of the Company’s named executive officers on an advisory (non-binding) basis.
| For | Against | Abstain | Broker Non-Votes | |||
| 6,454,249 | 30,122 | 370,164 | 1,995,962 |
Proposal 3– To ratify the selection of MaloneBailey, LLP, independent registered public accountants, as auditors for the Company for the fiscal year ending December 31, 2023.
| For | Against | Abstain | ||||
| 8,838,102 | 10,768 | 1,627 |
Proposal 1, Proposal 2 and Proposal 3 were approved, each receiving the affirmative requisite vote of the holders of shares of the Company’s common stock.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| May 22, 2023 | AudioEye, Inc. | |
| (Registrant) | ||
| By: | /s/ James Spolar | |
| Name: | James Spolar | |
| Title: | General Counsel and Secretary | |