Current Report Filing (8-k)
October 22 2021 - 05:01PM
Edgar (US Regulatory)
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2021-10-22 0001566610 VERB:CommonStockParValue0.0001Member
2021-10-22 2021-10-22 0001566610
VERB:CommonStockPurchaseWarrantsMember 2021-10-22 2021-10-22
iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 22, 2021 |
Verb Technology Company, Inc. |
(Exact Name
of Registrant as Specified in Charter) |
Nevada |
|
001-38834 |
|
90-1118043 |
(State or
Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
782 S. Auto
Mall Drive |
|
|
American
Fork,
Utah |
|
84003 |
(Address of
Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: |
(855)
250-2300 |
(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 (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(s) |
|
Name of
each exchange on which registered |
Common Stock, par value $0.0001 |
|
VERB |
|
The Nasdaq Stock Market LLC |
Common Stock Purchase Warrants |
|
VERBW |
|
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 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. |
The 2021
Annual Meeting of Stockholders (the “Annual Meeting”) of Verb
Technology Company, Inc. (the “Company”) was held on October 22,
2021. 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 |
|
Total Votes for Director |
|
|
Total Votes Withheld from Director |
|
|
Total Broker Non-Votes |
|
Rory J. Cutaia |
|
|
16,831,810 |
|
|
|
110,781 |
|
|
|
21,856,261 |
|
James P. Geiskopf |
|
|
16,019,742 |
|
|
|
922,849 |
|
|
|
21,856,261 |
|
Phillip J. Bond |
|
|
14,892,553 |
|
|
|
2,050,038 |
|
|
|
21,856,261 |
|
Kenneth S. Cragun |
|
|
14,974,794 |
|
|
|
1,967,797 |
|
|
|
21,856,261 |
|
Nancy Heinen |
|
|
16,219,496 |
|
|
|
723,095 |
|
|
|
21,856,261 |
|
Judith Hammerschmidt |
|
|
15,673,031 |
|
|
|
1,269,560 |
|
|
|
21,856,261 |
|
Proposal Two: To ratify the
selection of Weinberg & Company, P.A. as the Company’s
independent registered public accounting firm.
|
|
Total Votes |
|
For |
|
|
38,559,868 |
|
Against |
|
|
80,316 |
|
Abstain |
|
|
158,668 |
|
Broker Non-Votes |
|
|
N/A |
|
Proposal Three: To consider and
vote upon a proposal to adjourn the Annual Meeting, if necessary or
appropriate.
|
|
Total
Votes |
|
For |
|
|
37,127,472 |
|
Against |
|
|
1,576,864 |
|
Abstain |
|
|
94,516 |
|
Broker
Non-Votes |
|
|
N/A |
|
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,
2021 |
Verb
Technology Company, Inc. |
|
|
|
|
By: |
/s/ Rory
J. Cutaia |
|
Name: |
Rory J.
Cutaia |
|
Title: |
President and Chief
Executive Officer |
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