Item
5.07 Submission of Matters to a Vote of Security Holders.
On June 30, 2020, Vislink Technologies,
Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) exclusively by means
of remote communication. As described in the Company’s Definitive Proxy Statement filed with the U.S. Securities
and Exchange Commission on March 30, 2020, the Company’s stockholders voted on three (3) matters: (i) to elect six (6) members
of the Company’s Board of Directors (the “Board”), each to serve until the next Annual Meeting of Stockholders
and until their successors are elected and qualified or until their earlier resignation or removal; (ii) to consider and vote
on a proposal to ratify the Board’s selection of Marcum LLP as the Company’s independent registered public accountants
for the fiscal year ending December 31, 2020; and (iii) to approve an amendment to the Company’s Certificate of Incorporation,
as amended (the “Certificate of Incorporation”), to effect a reverse stock split of all of the outstanding shares
of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), at a specific ratio within
a range from one-for-five to one-for-fifty, and to grant authorization to the Board to determine, in its sole discretion, the
specific ratio and timing of the reverse stock split any time before September 21, 2020 (the “Reverse Split”).
At the Annual Meeting, stockholders representing
36,785,353 shares of Common Stock, or approximately 69.22% of the 53,141,462 shares of Common Stock outstanding as of February
20, 2020, the record date for the Annual Meeting, were present in person or by proxy, constituting a quorum for purposes of the
Annual Meeting.
Proxies for the Annual Meeting were solicited
pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to management’s
nominees for directors.
Proposal 1-All nominees for directors
named in the Definitive Proxy Statement and listed below were elected by at least a plurality. The term of office for each
director will be until the next Annual Meeting of Stockholders and until their successors are elected and qualified or until their
earlier resignation or removal.
The
final results of the election of directors were as follows:
Name
|
|
For
|
|
Withheld
|
|
Broker
Non-Votes
|
Carleton
M. Miller
|
|
25,637,622
|
|
1,507,626
|
|
9,640,105
|
Susan
Swenson
|
|
25,308,631
|
|
1,836,617
|
|
9,640,105
|
General
James T. Conway
|
|
25,536,447
|
|
1,608,801
|
|
9,640,105
|
Jude
T. Panetta
|
|
25,295,931
|
|
1,849,317
|
|
9,640,105
|
Ralph
Faison
|
|
25,526,509
|
|
1,618,739
|
|
9,640,105
|
Brian
K. Krolicki
|
|
25,423,362
|
|
1,721,886
|
|
9,640,105
|
Proposal
2-The Company’s stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public
accountants for the fiscal year ending December 31, 2020 by a vote of 34,108,298 shares for, 2,070,314 shares against and 606,741
shares abstaining. There were no broker non-votes.
Proposal
3-The Company’s stockholders approved an amendment to the Certificate of Incorporation to effect the Reverse Split by
a vote of 27,058,850 shares for, 9,526,377 shares against and 200,126 shares abstaining. There were no broker non-votes.