Current Report Filing (8-k)
May 13 2021 - 4:49PM
Edgar (US Regulatory)
false000089642900008964292021-05-132021-05-13
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): May 13, 2021
CANTALOUPE, INC.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation
or organization)
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(Commission
File Number)
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(IRS employer
identification number)
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100 Deerfield Lane, Suite 300
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: 610-989-0340
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))
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, no par value
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CTLP
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The NASDAQ Stock Market LLC
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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 Submission of Matters to a Vote of Security Holders.
On May 13, 2021, Cantaloupe, Inc. (the “Company”) held the Company’s 2021 annual meeting of shareholders (the “Annual Meeting”). The final voting
results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting are set forth below.
1. Election of Directors
Each nominee for director was elected, and the voting results were as follows:
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Nominee
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Votes for
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Votes
against
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Abstentions
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Broker
Non-Votes
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Lisa P. Baird
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41,472,548
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968,298
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19,055
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10,503,226
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Douglas G. Bergeron
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41,505,302
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938,597
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16,002
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10,503,226
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Douglas L. Braunstein
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41,536,508
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909,493
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13,900
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10,503,226
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Sean Feeney
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41,549,440
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889,179
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21,282
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10,503,226
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Jacob Lamm
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41,460,954
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985,172
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13,775
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10,503,226
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Michael K. Passilla
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41,531,521
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907,316
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21,064
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10,503,226
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Ellen Richey
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41,547,100
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893,716
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19,085
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10,503,226
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Anne M. Smalling
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41,454,718
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988,399
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16,784
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10,503,226
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Shannon S. Warren
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41,531,058
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911,278
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17,565
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10,503,226
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2. Ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company
for fiscal year ending June 30, 2021.
The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2021 was approved, and the
voting results were as follows:
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Votes for
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52,857,854
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Votes against
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88,459
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Abstentions
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16,814
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3. Advisory Vote on named executive officer compensation.
The Company’s shareholders approved, on an advisory basis, the Company’s named executive officer compensation as disclosed in the Company’s proxy
statement for the Annual Meeting, and the voting results were as follows:
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Votes for
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41,046,596
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Votes against
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1,286,380
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Abstentions
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126,925
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Broker Non-Votes
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10,503,226
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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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CANTALOUPE, INC.
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By:
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/s/ Davina Furnish
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Davina Furnish
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General Counsel and Secretary
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Dated: May 13, 2021
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