Current Report Filing (8-k)
October 22 2020 - 4:06PM
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):
|
October
16, 2020
|
Verb
Technology Company, Inc.
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(Exact
Name of Registrant as Specified in Charter)
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Nevada
|
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001-38834
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90-1118043
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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2210
Newport Boulevard, Suite 200
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Newport
Beach, California
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92663
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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:
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(855)
250-2300
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(Former
Name or Former Address, if Changed Since Last Report)
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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):
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[ ]
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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 $0.0001
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VERB
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The
Nasdaq Stock Market LLC
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Common
Stock Purchase Warrants
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VERBW
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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
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Submission
of Matters to a Vote of Security Holders.
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The
2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Verb Technology Company, Inc. (the “Company”)
was held on October 16, 2020. The following proposals were approved at the Annual Meeting by the votes indicated:
Proposal
One: To elect six directors to the Company’s board of directors. The nominees for election were Rory J. Cutaia, James
P. Geiskopf, Phillip J. Bond, Kenneth S. Cragun, Nancy Heinen and Judith Hammerschmidt.
The
following nominees were elected by the votes indicated to serve as directors until the next annual meeting of stockholders or
until their successors are duly elected and qualified:
Name
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Total Votes for Director
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Total Votes Withheld from Director
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Total Broker Non-Votes
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Rory J. Cutaia
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14,034,272
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485,780
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13,979,152
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James P. Geiskopf
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13,508,147
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1,011,905
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13,979,152
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Phillip J. Bond
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13,625,739
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894,313
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13,979,152
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Kenneth S. Cragun
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13,573,613
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946,439
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13,979,152
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Nancy Heinen
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14,194,889
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325,163
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13,979,152
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Judith Hammerschmidt
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14,189,833
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330,219
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13,979,152
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Proposal
Two: To address the depletion of shares that were available under the previously approved 2019 Stock and Incentive Compensation
Plan (the “Incentive Plan”) which occurred as a result of (i) the allocation of shares to employees in lieu of cash
compensation during the company’s COVID-19 Full Employment and Cash Preservation Plan; (ii) allocations to new employees,
including those joining the Company following the recent acquisition; (iii) allocations to certain senior level new hires; and
(iv) as a result of a recent Nasdaq ruling requiring all shares issued by the Company to individual outside vendors and consultants
during the period April 5, 2019 through July 3, 2020, to be deducted from those shares otherwise available to employees under
the Incentive Plan; among other reasons, by approving an amendment to add 8,000,000 shares of common stock authorized under the
Incentive Plan to the 8,000,000 shares previously approved.
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Total Votes
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For
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12,497,387
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Against
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1,584,054
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Abstain
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438,611
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Broker Non-Votes
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13,979,152
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Proposal
Three: To ratify the selection of Weinberg & Company, P.A. as the Company’s independent registered public accounting
firm.
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Total Votes
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For
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28,104,065
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Against
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195,828
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Abstain
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199,311
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Broker Non-Votes
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N/A
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Proposal
Four: To consider and vote upon a proposal to adjourn the Annual Meeting, if necessary or appropriate.
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Total Votes
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For
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25,137,053
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Against
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2,898,207
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Abstain
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463,944
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Broker Non-Votes
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N/A
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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:
October 22, 2020
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Verb
Technology Company, Inc.
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By:
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/s/
Rory J. Cutaia
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Name:
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Rory
J. Cutaia
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Title:
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President
and Chief Executive Officer
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