Current Report Filing (8-k)

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 19, 2019

Evolving Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34261	84-1010843
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

9800 Pyramid Court, Suite 400, Englewood, Colorado 80112

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) 802-1000

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:

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 $0.001 per share		EVOL		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 o

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders.

Evolving Systems, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 19, 2019 (“Annual Meeting”) at the Company’s headquarters in Englewood, Colorado. The Company is providing the following information regarding the results of the matters voted on by stockholders at the Annual Meeting.

David J. Nicol, David S. Oros, Julian D. Singer, and Matthew Stecker were elected to the Board of Directors. The stockholders also approved, on a non-binding, advisory basis, the compensation paid to our named executive officers; approved holding an advisory vote on executive compensation every two (2) years; and they also ratified the Board of Directors’ appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2019.

The Company’s inspector of election certified the vote tabulations.

The final voting results on these matters were as follows:

1.	Election of Directors	Shares Voted For	Votes Against	Percentage For
	David J. Nicol	6,797,867	338,813	95%
	David S. Oros	6,614,476	522,204	93%
	Julian Singer	6,748,118	388,562	95%
	Matthew Stecker	6,833,277	303,403	96%

2. Advisory Vote on Executive Compensation.

Votes For		Votes Against		Votes Abstained		Percentage For
6,854,678		265,849		17,853		96%

3. Advisory Vote on the Frequency of the Vote on Executive Compensation.

Every 1 Year		Every 2 Years		Every 3 Years		Votes Abstained
1,692,560		5,102,168		332,756		8,796

4. Ratification of the appointment of Marcum LLP as our independent registered public accounting firm to audit the consolidated financial statements of Evolving Systems, Inc. for its fiscal year ending December 31, 2019.

Votes For		Votes Against		Votes Abstained		Percentage For
11,001,991		95,741		12,960		99%

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.

Dated: June 21, 2019