8-K 1 tm2023296d1_8k.htm 8-K







Washington, D.C. 20549









Date of Report (Date of earliest event reported) June 19, 2020



(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)


001-35955 04-3392453
(Commission File Number)     (IRS Employer Identification No.)


25 Hendrix Road, Suite A

West Henrietta, New York 14586

(Address of principal executive offices)(Zipcode)


(585) 359-5900

(Registrant’s Telephone Number, Including Area Code)


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, par value $0.001   VUZI   Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On June 19, 2020, Vuzix Corporation (the “Company”) adopted amended and restated bylaws. Under the amended and restated bylaws, the provision for election of directors, which previously provided that directors would be elected by plurality vote, was amended such that, commencing following the Company’s 2020 annual meeting of stockholders, directors will be elected as follows: (i) for contested director elections, by the affirmative vote of the holders of a plurality of the shares entitled to vote on the election of directors and represented in person or by proxy at the meeting, and (ii) for uncontested director elections, by the affirmative vote of the holders of a majority of the shares for which votes are cast in person or by proxy at the meeting.


The foregoing description of the amended and restated bylaws is qualified by reference to the full text of such document which is filed as an exhibit to this report.


Item 5.07 Submission of Matters to a Vote of Security Holders.  


On June 22, 2020, the Company held its annual meeting of stockholders. At the annual meeting, (i) Paul J. Travers, Grant Russell, Edward Kay, Alexander Ruckdaeschel and Timothy Harned were each elected as directors of the Company to serve until the next annual meeting of stockholders or until their successors have been elected and qualified, and (ii) stockholders ratified the board of directors’ appointment of Freed Maxick, CPAs, P.C. as the Company’s independent registered public accounting firm for 2020. The final voting results on these matters were as follows:


1.  Election of Directors:


Name   Votes For   Votes Withheld   Broker Non-Votes
Paul J. Travers   14,726,088   209,447   12,406,480
Grant Russell   13,495,604   1,439,931   12,406,480
Edward Kay   14,607,651              327,884   12,406,480
Alexander Ruckdaeschel   13,953,869   981,666   12,406,480
Timothy Harned           14,136,054   799,481   12,406,480



2.  Ratification of appointment of Freed Maxick, CPAs, P.C. as the Company’s independent registered public accounting firm for 2020:


Votes For   Votes Against   Votes Abstained  


  199,242   135,820  


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No. Description


3.1 Amended and Restated Bylaws







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.


Date: June 24, 2020 VUZIX CORPORATION
  By:  /s/ Grant Russell
    Grant Russell
    Chief Financial Officer