Form 8-K - Current report

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): June 10, 2024

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

Oregon		001-34108		26-2828185
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

8500 SW Creekside Place, Beaverton Oregon 97008

(Address of principal executive offices) (Zip Code)

(503) 469-4800

(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 (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		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per Share		DMRC		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 (17 CFR 230.405) or Rule 12b-2 of the 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 5.07 Submission of Matters to a Vote of Security Holders

(a) The Company held its annual meeting of shareholders (the “Annual Meeting”) on June 7, 2024.

(b) At the Annual Meeting, 17,117,142 shares were represented to vote either in person or by proxy, or 80% of the outstanding shares, which constituted a quorum. The final results of voting for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposal 1: Election of Directors

Milena Alberti-Perez, Lashonda Anderson-Williams, Sandeep Dadlani, Katie Kool, Riley McCormack, and Michael Park were elected as directors for a term of one year. The voting for each director was as follows:

					Broker
	For		Withheld		Non-Votes
Milena Alberti-Perez		12,168,739		747,242		4,201,161
Lashonda Anderson-Williams		12,716,525		199,456		4,201,161
Sandeep Dadlani		12,728,718		187,263		4,201,161
Katie Kool		12,665,273		250,708		4,201,161
Riley McCormack		12,784,896		131,085		4,201,161
Michael Park		12,741,532		174,449		4,201,161

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified with 16,945,449 votes in favor, 127,093 votes against and 44,600 abstentions.

Proposal 3: Advisory Vote to Approve Executive Compensation

The nonbinding advisory vote to approve compensation paid to the Company’s executive officers received 11,887,684 votes in favor, 889,103 votes against, 139,194 abstentions and 4,201,161 broker non-votes.

SIGNATURE

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.

Date: June 10, 2024

		By:		/s/ George Karamanos
				George Karamanos
				Executive Vice President, Chief Legal Officer and Secretary

Document And Entity Information	Jun. 10, 2024
Document Information [Line Items]
Entity, Registrant Name	DIGIMARC CORPORATION
Document, Type	8-K
Document, Period End Date	Jun. 10, 2024
Entity, Incorporation, State or Country Code	OR
Entity, File Number	001-34108
Entity, Tax Identification Number	26-2828185
Entity, Address, Address Line One	8500 SW Creekside Place
Entity, Address, City or Town	Beaverton
Entity, Address, State or Province	OR
Entity, Address, Postal Zip Code	97008
City Area Code	503
Local Phone Number	469-4800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	DMRC
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001438231