Current Report Filing (8-k)
May 22 2023 - 4:06PM
Edgar (US Regulatory)
0001362190
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0001362190
2023-05-19
2023-05-19
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 19, 2023
AUDIOEYE, INC.
(Exact name of registrant as specified in charter)
Delaware |
001-38640 |
20-2939845 |
State of Other Jurisdiction of Incorporation |
Commission File Number |
IRS Employer Identification No. |
5210 E. Williams Circle, Suite 750
Tucson, Arizona 85711
(Address of principal executive offices / Zip Code)
(866) 331-5324
(Registrant’s telephone number, including
area code)
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. |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
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 $0.00001 per share |
|
AEYE |
|
The 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 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 |
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