Current Report Filing (8-k)
November 05 2019 - 6:07AM
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):
November 4, 2019
JanOne
Inc.
(Exact Name of Registrant as Specified in
Charter)
Nevada
|
001-19621
|
41-1454591
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
325 E. Warm Springs Road, Suite 102
Las Vegas, NV 89119
|
(Address of Principal Executive Offices and Zip Code)
|
Registrant’s telephone number, including
area code: (702) 997-5968
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):
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
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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
|
Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value
$0.001 per share
|
JAN
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The Nasdaq Stock Market LLC
(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 (§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 November 4, 2019, JanOne Inc. (the “Company”)
held its Annual Meeting of Stockholders (the “Annual Meeting”) to vote on the matters disclosed in the Company’s
definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on October
2, 2019 and the revised definitive proxy soliciting materials filed with the SEC on October 18, 2019 (collectively, the “Proxy
Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal No. 1 – Election of Directors
At the Annual Meeting, the Company’s
stockholders elected the persons listed below as directors for a one-year term expiring on the date of the Annual Meeting in 2020
or until their respective successors are duly elected and qualified:
|
|
Votes
|
Nominee Name
|
|
|
Votes
For
|
|
Votes
Withheld
|
|
Broker
Non-Votes
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Tony Isaac
|
|
|
4,560,301
|
|
11,547
|
|
701,640
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Eric Bolling
|
|
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4,561,171
|
|
10,692
|
|
701,640
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Richard D. Butler, Jr.
|
|
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4,562,368
|
|
9,495
|
|
701,640
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Dennis (De) Gao
|
|
|
4,558,380
|
|
13,483
|
|
701,640
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Nael Hajjar
|
|
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4,560,258
|
|
11,605
|
|
701,640
|
Proposal No. 2 – Advisory Vote on Executive Compensation
The Company’s stockholders approved,
in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy
Statement.
Votes
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
4,548,673
|
|
|
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17,775
|
|
|
|
5,415
|
|
|
|
701,640
|
|
Proposal No. 3 – Ratification of Independent Accounting
Firm
The Company’s stockholders ratified
the appointment of WSRP as the Company’s independent registered public accounting firm for fiscal 2019.
Votes
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
5,258,299
|
|
|
|
5,758
|
|
|
|
9,446
|
|
Proposal No. 4 – Advisory Vote on the Frequency
of Future Advisory Votes on Executive Compensation
The Company’s stockholders voted,
in a non-binding advisory vote, on whether a stockholder vote to approve the compensation paid to the Company’s named executive
officers should occur every one, two, or three years as set forth below.
1 Year
|
|
|
2 Years
|
|
|
3 Years
|
|
|
Abstentions
|
|
|
100,160
|
|
|
|
5,455
|
|
|
|
4,461,394
|
|
|
|
4,854
|
|
In light of this vote, the Company intends
to include an advisory stockholder vote to approve the compensation paid to its named executive officers every three years until
the next required vote on the frequency of stockholder votes on the compensation of named executive officers. The Company is required
to hold a vote on frequency every six years.
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.
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JANONE INC.
|
|
|
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By: /s/ Tony Isaac
|
|
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Name: Tony Isaac
|
|
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Title: Chief Executive Officer
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Dated: November 5, 2019
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