Current Report Filing (8-k)
July 16 2020 - 4:38PM
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): July 16, 2020
RUBICON TECHNOLOGY, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-33834
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36-4419301
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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900 East Green Street
Bensenville, Illinois
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60106
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(Address of principal executive offices)
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(Zip Code)
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(847) 295-7000
(Registrant’s telephone number,
including area code)
N/A
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.001 per share
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RBCN
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The NASDAQ Capital Market
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Series A Junior Participating Preferred Stock
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N/A
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N/A
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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
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Submission of Matters to a Vote of Security Holders.
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The Company’s 2020
Annual Meeting of Stockholders (the “Annual Meeting”) was held on July 16, 2020, pursuant to notice on June 18, 2020,
at the Company’s offices located at 900 East Green Street, Bensenville, IL 60106. The total number of shares of Common
Stock voted in person or by proxy at the Annual Meeting was 2,048,656, representing a quorum and was equal to approximately 83%
of the 2,475,946 shares outstanding and entitled to vote at the Annual Meeting.
Proposal 1 required holders
of 1,856,960 shares of Common Stock to vote FOR in order for it to be approved. Proposal 1 was not approved. Susan Westphal was
re-elected to the Board of Directors and Proposals 2, 4 and 5 submitted to a vote of the Company’s stockholders at the Annual
Meeting was approved by the requisite vote. The final voting results for each of the proposals submitted to a vote of the stockholders
of the Company at the Annual Meeting are set forth below. The proposals are described in detail in the Company’s Definitive
Proxy Statement filed with the Securities and Exchange Commission on June 16, 2020 (the “Proxy Statement”), and are
incorporated herein by reference.
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Proposal
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For
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Against
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Abstain
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Broker
Non-Votes
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1.
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Approval of an Amendment to the Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors.
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1,506,391
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56,375
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400
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463,283
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2.
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Ratification of the Company’s Section 382 Rights Agreement and approval of a three-year extension.
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1,486,746
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75,527
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893
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463,283
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For
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Withhold
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Broker
Non-Votes
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3.
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Election of Susan Westphal as a Class I director to serve for a three-year term.
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1,495,065
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68,101
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463,283
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For
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Against
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Abstain
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Broker
Non-Votes
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4.
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Ratification of the selection of Marcum LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020.
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2,030,219
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18,282
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155
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0
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5.
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A non-binding advisory vote to approve the compensation of our named executive officers.
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1,455,677
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104,817
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2,672
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463,283
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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.
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RUBICON TECHNOLOGY, INC.
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Dated: July 16, 2020
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By:
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/s/ Timothy E. Brog
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Name:
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Timothy E. Brog
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Title:
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Chief Executive Officer and President
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2
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