Current Report Filing (8-k)
February 19 2020 - 6:03AM
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):
February 11, 2020
Forward
Industries, Inc.
(Exact name of registrant as specified in
its charter)
New York
|
|
001-34780
|
|
13-1950672
|
(State or Other Jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer
|
of Incorporation)
|
|
File Number)
|
|
Identification No.)
|
477 S. Rosemary
Ave. Ste. 219
West Palm Beach,
Florida 33401
(Address of Principal Executive Office)
(Zip Code)
(561)
465-0030
(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:
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 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o 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 $0.01 per share
|
FORD
|
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 (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 5.02 Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On February 11, 2020,
the Board of Directors (the “Board”) of Forward Industries, Inc. (the “Company”) approved annual director
compensation for the Company’s three non-employee directors (Sangita Shah, Howard Morgan and James Ziglar). The compensation
plan provides for a total of $100,000 of compensation which is comprised of: (i) $60,000 of cash compensation and (ii) $40,000
of five-year stock options based on the Black-Scholes value at time of grant (68,419 options per director).
Additionally, the Board
granted an additional 42,762 five-year stock options to Sangita Shah for her service as lead director. All of the stock
options granted vest on February 11, 2021 (subject to continued service in the capacity in which the options were granted) and
are exercisable at $1.13 per share.
Item 5.07 Submission of Matters to a
Vote of Security Holders.
On February 11, 2020, the Company held its 2020 annual shareholders’ meeting and the results of each of the proposals are
listed below.
Proposal
|
For
|
Against
|
Withheld
|
Abstain
|
Broker Non-Vote
|
(1) To elect the following as directors:
|
|
|
|
|
|
Terence Wise
|
4,852,345
|
Not applicable
|
111,189
|
Not applicable
|
3,153,220
|
Sangita Shah
|
4,902,849
|
Not applicable
|
60,685
|
Not applicable
|
3,153,220
|
Howard Morgan
|
4,854,419
|
Not applicable
|
109,115
|
Not applicable
|
3,153,220
|
James Ziglar
|
4,838,733
|
Not applicable
|
124,801
|
Not applicable
|
3,153,220
|
(2) To ratify the appointment of our independent registered public accounting firm for fiscal 2020.
|
7,167,220
|
822,442
|
Not applicable
|
127,092
|
Not applicable
|
(3) Advisory vote to approve executive
compensation (say on pay)
|
4,836,017
|
92,294
|
Not applicable
|
35,223
|
3,153,220
|
|
1 year
|
2 years
|
3 years
|
Abstain
|
Broker Non-Vote
|
(4) Advisory vote on the frequency of say on pay voting
|
788,326
|
19,309
|
4,127,990
|
27,909
|
Not applicable
|
There were 9,533,851 shares outstanding
on the record date of the meeting and a total of 8,116,754 shares were voted. All of the proposals were approved and shareholders
voted to hold the say on pay frequency vote every three years. The Company has considered the outcome of Proposal 4 (the frequency
of say on pay) and has determined, as was recommended with respect to this proposal by the Company’s Board of Directors in
the proxy statement, that the Company will hold future say on pay votes every three years.
Immediately
following the meeting, our Board was comprised of all of the nominees listed above.
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.
|
FORWARD INDUSTRIES, INC.
|
|
|
|
|
|
Date: February 18, 2020
|
By:
|
/s/ Michael Matte
|
|
|
|
Name: Michael Matte
|
|
|
|
Title: Chief Financial Officer
|
|
Forward Industries (NASDAQ:FORD)
Historical Stock Chart
From Aug 2024 to Sep 2024
Forward Industries (NASDAQ:FORD)
Historical Stock Chart
From Sep 2023 to Sep 2024