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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  

 

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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, 2021 Verb Technology Company, Inc.
     
  By: /s/ Rory J. Cutaia
  Name: Rory J. Cutaia
  Title: President and Chief Executive Officer

 

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