Current Report Filing (8-k)
December 09 2020 - 04:30PM
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 8,
2020
DOCUMENT SECURITY SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
|
New
York |
|
001-32146 |
|
16-1229730 |
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
200
Canal View Boulevard
Suite
104
Rochester,
NY
|
|
14623 |
|
(Address
of principal executive offices) |
|
(Zip
Code) |
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):
|
[ ] |
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 |
|
Ticker
symbol(s) |
|
Name
of each exchange on which registered |
|
Common
Stock, $0.02 par value per share |
|
DSS |
|
The
NYSE American LLC |
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 8, 2020, Document Security Systems, Inc. (“Company”) held
its 2020 Annual Meeting of Stockholders at 32731 Egypt Lane, Suite
602, Magnolia, Texas 77354. A total of 4,314,800 shares of common
stock, representing 73.93% 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, José Escudero, Sassuan Lee, Wah
Wai Lowell Lo, Wai
Leung William Wu and Tung Moe Chan 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, 2020.
The
affirmative vote of a majority of the votes cast at the Annual
Meeting voted in favor of 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
Company did not obtain the requisite affirmative vote of a majority
of the outstanding shares of the Company’s stock entitled to vote
to approve proposals 4 and 5, respectively, as set forth
below.
The
final voting results on these matters were as follows:
1. Election of Directors:
|
Name |
|
Votes For |
|
Votes Withheld |
| Heng Fai Ambrose Chan |
|
2,260,469 |
|
82,753 |
| Frank D. Heuszel |
|
2,267,931 |
|
75,291 |
| John Thatch |
|
2,266,695 |
|
76,527 |
| José Escudero |
|
2,270,044 |
|
73,178 |
| Sassuan Lee |
|
2,261,474 |
|
81,748 |
| Lowell Lo |
|
2,263,180 |
|
80,042 |
| William Wu |
|
2,271,063 |
|
72,159 |
| Tung Moe Chan |
|
2,259,263 |
|
83,959 |
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, 2020:
|
Votes For |
|
Votes Against |
|
Votes Abstained |
| 4,188,111 |
|
85,026 |
|
41,663 |
3. Non-Binding Advisory Vote of Executive Compensation set forth in
the Company’s Proxy Statement Summary Compensation
Table:
|
Votes For |
|
Votes Against |
|
Votes Abstained |
| 2,240,021 |
|
74,075 |
|
29,126 |
4. Approval of the potential issuance of shares of the Company’s
common stock, representing equal to or greater than 20% of the
Company’s presently outstanding common stock, issuable upon
conversion of our Series A Convertible Preferred
Stock:
|
Votes For |
|
Votes Against |
|
Votes Abstained |
| 2,219,441 |
|
89,613 |
|
34,168 |
5. Approval of the Reincorporation of the Company from New York to
Texas:
|
Votes For |
|
Votes Against |
|
Votes Abstained |
| 2,304,268 |
|
33,987 |
|
4,967 |
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.
| |
DOCUMENT
SECURITY SYSTEMS, INC. |
|
|
|
|
| Dated:
December 9, 2020 |
By: |
/s/
Frank D. Heuszel |
| |
Name: |
Frank
D. Heuszel |
| |
Title: |
Chief
Executive Officer |
