Current Report Filing (8-k)
December 22 2020 - 9:00AM
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 17, 2020
AYRO,
Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
|
|
001-34643
|
|
98-0204758
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
No.)
|
|
(IRS
Employer
Identification
No.)
|
AYRO,
Inc.
900
E. Old Settlers Boulevard, Suite 100
Round
Rock, Texas 78664
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: 512-994-4917
(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:
|
[ ]
|
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))
|
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
stock, par value $0.0001 per share
|
|
AYRO
|
|
The
Nasdaq Stock Market 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
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
First
Amendment to the AYRO, Inc. 2020 Equity Incentive Plan
On
December 17, 2020, AYRO, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”).
At the Annual Meeting, the stockholders approved the First Amendment to the AYRO, Inc. 2020 Long-Term Incentive Plan to increase
the total number of shares of common stock authorized for issuance under such plan by 1,800,000, to a total of 4,089,650 shares.
Election
of Seven Directors
As
previously reported in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange
Commission on November 9, 2020 (the “2020 Proxy”), the terms of the Company’s directors were scheduled to expire
at the Annual Meeting, and the Company’s board of directors (the “Board”) nominated six of them for re-election
at the Annual Meeting, in addition to a new director nominee, Wayne R. Walker.
At
the Annual Meeting, Rodney C. Keller, Jr., Joshua Silverman, Wayne R. Walker, George Devlin, Sebastian Giordano, Zvi Joseph, and
Greg Schiffman were elected as directors of the Board to serve for a term expiring at the Company’s 2021 annual meeting
of stockholders.
For
more information about the matters above, including information about the new director, Wayne R. Walker, see the Company’s
2020 Proxy, the relevant portions of which are incorporated herein by reference. The description of the First Amendment to the
AYRO, Inc. 2020 Long-Term Incentive Plan above and such portions of the 2020 Proxy are qualified in their entirety by reference
to the full text of the First Amendment to the AYRO, Inc. 2020 Long-Term Incentive Plan, filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item
5.07
|
Submission
of Matters to a Vote of Security Holders.
|
At
the Company’s Annual Meeting, holders of the Company’s common stock and Series H-6 Convertible Preferred Stock of
a total voting power of 12,149,917 shares were present in person or represented by proxy. The matters submitted for a vote and
the related results are set forth below.
|
(1)
|
Election
of seven directors to serve on our board of directors to serve for a term of one year or until their successors are elected
and qualified:
|
Nominee
|
|
Votes For
|
|
Votes Withheld
|
Rodney C. Keller, Jr.
|
|
3,692,251
|
|
307,790
|
Joshua Silverman
|
|
3,555,948
|
|
444,093
|
Wayne R. Walker
|
|
3,734,237
|
|
265,804
|
George Devlin
|
|
3,734,262
|
|
265,779
|
Sebastian Giordano
|
|
3,613,079
|
|
386,962
|
Zvi Joseph
|
|
3,690,682
|
|
309,359
|
Greg Schiffman
|
|
3,569,537
|
|
430,504
|
|
(2)
|
Ratification
of the appointment of Friedman LLP as our independent registered public accounting firm for the fiscal year ending December
31, 2020:
|
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
11,410,460
|
|
422,208
|
|
317,249
|
|
(3)
|
Approval,
on an advisory basis, of the compensation paid to our named executive officers:
|
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
Broker Non-Votes
|
3,309,713
|
|
574,865
|
|
115,463
|
|
8,149,876
|
|
(4)
|
Approval,
on an advisory basis, of the frequency of future advisory votes on the compensation paid to our named executive officers:
|
1 year
|
|
2 years
|
|
3 years
|
|
Withheld/Abstained
|
874,439
|
|
569,058
|
|
2,352,265
|
|
204,279
|
|
(5)
|
Approval
of the First Amendment to the AYRO, Inc. 2020 Long-Term Incentive Plan to increase the total number of shares of common stock
authorized for issuance under such plan by 1,800,000, to a total of 4,089,650 shares:
|
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
Broker Non-Votes
|
3,079,349
|
|
805,376
|
|
115,316
|
|
8,149,876
|
For
more information about the foregoing proposals, see the Company’s 2020 Proxy, the relevant portions of which are incorporated
herein by reference.
The
results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.
Item
9.01
|
Financial
Statements and Exhibits.
|
(d)
Exhibits.
+
Management contract or compensatory plan or arrangement.
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.
|
AYRO,
INC.
|
|
|
|
Date:
December 22, 2020
|
By:
|
/s/
Curtis Smith
|
|
|
Curtis
Smith
|
|
|
Chief
Financial Officer
|
AYRO (NASDAQ:AYRO)
Historical Stock Chart
From Mar 2024 to Apr 2024
AYRO (NASDAQ:AYRO)
Historical Stock Chart
From Apr 2023 to Apr 2024