Current Report Filing (8-k)
December 11 2019 - 5:06PM
Edgar (US Regulatory)
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 (Date of earliest event reported): December 9, 2019
DOCUMENT
SECURITY SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
New
York
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|
001-32146
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16-1229730
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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200
Canal View Boulevard
Suite
300
Rochester,
NY
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14623
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (585) 325-3610
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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Ticker
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.02 par value per share
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DSS
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The
NYSE American LLC
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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
December 9, 2019, the Company held its Annual Meeting of Stockholders at the Grand Hyatt New York, 109 East 42nd Street at Grand
Central Terminal, New York, New York, 10017. A total of 26,680,190 shares of common stock representing 73.74% of the aggregate
shares outstanding and eligible to vote and constituting a quorum were represented in person or by valid proxies at the annual
meeting.
Heng
Fai Ambrose Chan, Frank D. Heuszel, John Thatch, Jose Escudero, Sassuan Lee, Lowell Wai Wah and William Wu were each elected as
directors of the Company to serve until the next annual meeting of stockholders.
The
stockholders ratified the appointment of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2019.
The
stockholders approved the Company’s proposed 2020 Equity Incentive Plan.
The
majority of the stockholders voted in favor of the the non-binding advisory proposal of the compensation disclosed in the Proxy
Statement of the Company’s executive officers who are named in the Proxy Statement’s Summary Compensation Table.
The
majority of the stockholders voted in favor of “1 Year” for the non-binding advisory proposal for the frequency of
the advisory vote on executive compensation.
The
final voting results on these matters were as follows:
1.
Election of Directors:
Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Heng Fai Ambrose Chan
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14,634,631
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1,526,014
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10,519,545
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Frank D. Heuszel
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15,062,187
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1,098,458
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10,519,545
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John Thatch
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14,811,180
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1,349,465
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10,519,545
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José Escudero
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14,834,380
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1,326,265
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10,519,545
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Sassuan Lee
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14,587,361
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1,573,284
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10,519,545
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Lowell Wai Wah
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14,578,203
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1,582,442
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10,519,545
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William Wu
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14,589,043
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1,571,602
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10,519,545
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2.
Ratification of appointment of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2019:
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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24,688,774
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295,955
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1,695,461
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N/A
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3.
Approval of the Company’s 2020 Equity Incentive Plan
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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12,295,089
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3,776,224
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89,332
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10,519,545
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4.
Non-Binding Advisory Vote of Executive Compensation set forth in the Company’s Proxy Statement Summary Compensation Table:
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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12,315,108
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3,764,204
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81,333
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10,519,545
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5.
Non-Binding Advisory Vote of Frequency of Advisory Vote on Executive Compensation.
1 Year
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2 Years
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3 Years
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Votes Abstained
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Broker Non-Votes
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15,818,357
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103,785
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152,603
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85,900
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10,519,545
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Item
8.01 Other Events.
On
December 9, 2019, the Board of Directors (the “Board”) of the Company appointed John Thatch as the Lead Independent
Director, effective immediately. Mr. Thatch will serve as the Lead Independent Director until his successor is duly appointed
and qualified, or until his earlier removal or resignation or such time as he is no longer considered an independent director
under the New York Stock Exchange listing standards.
John
Thatch has served as a director of the Company since May 9, 2019. Mr. Thatch is an accomplished professional and entrepreneur
who has started, owned and operated several businesses in various industries and in both the public and private arena. The industries
in which his companies have operated include the service, retail, wholesale, education, finance, real estate management and technology
industries. Since March 2018, Mr. Thatch has served as the Chief Executive Officer and a director of Sharing Services Global Corporation,
a publicly traded holding company focused in the direct selling and marketing industry. He is also a principal owner of Superior
Wine & Spirits, a Florida-based company that imports, wholesales and distributes wine and liquor throughout the State of Florida.
He has been involved in this business venture since February of 2016. Mr. Thatch served as Chief Executive Officer of Universal
Education Strategies, Inc. from January 2009 - January 2016, an organization consisting of six companies that specialized in the
development and sales of educational products and services. From 2000 - 2005, he was the Chief Executive Officer of Onscreen Technologies,
Inc., currently listed on NASDAQ as CUI Global, Inc., a global leader in the development of cutting-edge thermal management technologies
for integrated LED technologies, circuits and superconductors. Mr. Thatch was responsible for all aspects of the company including
board and shareholder communications, public reporting and compliance with Sarbanes-Oxley, structuring and managing the firm’s
financial operations, and expansion initiatives for all corporate products and services. Mr. Thatch’s public company financial
and management experience in the strategic growth and development of various companies qualify him to serve on the Company’s
Board.
Mr.
Thatch’s authority, responsibilities, and duties as the Lead Independent Director include the following: (i) preside at
all meetings of the Board at which the Chairman of the Board is not present, at all meetings of the independent directors and
at all executive sessions of the independent directors, (ii) have a reasonable opportunity to review and comment on Board meeting
agendas, (iii) serve as a liaison between the Chairman of the Board and the other members of the Board, (iv) have the authority
to call special meetings of the Board and of the independent directors, and (v) perform such other duties as the Board may from
time to time delegate.
The
Board will determine compensation payable to the Lead Independent Director, if any, at a later date.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to
be signed on its behalf by the undersigned hereunto duly authorized.
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DOCUMENT
SECURITY SYSTEMS, INC.
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Dated:
December 11, 2019
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By:
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/s/
Frank D. Heuszel
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Name:
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Frank
D. Heuszel
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Title:
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Chief
Executive Officer and Interim Chief Financial Officer
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