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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): June 7, 2022

WAYSIDE TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-26408

13-3136104

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

4 Industrial Way West, Suite 300,
Eatontown, New Jersey

07724

(Address of principal executive offices)

(Zip Code)

732-389-0932

(Registrant’s telephone number, including area code)

Not applicable

(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

    

Name of each exchange on which registered

Common stock, $.01 par value

WSTG

The NASDAQ Global Market

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.

Wayside Technology Group, Inc. (the “Company”) held the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) on June 7, 2022. At the 2022 Annual Meeting, 3,789,600 shares of the Company’s common stock were represented either in person or by proxy, which is equal to 85.19% of the Company’s issued and outstanding common stock as of the record date. At the 2022 Annual Meeting, the Company’s stockholders (i) elected the seven nominees named below to the Company’s Board of Directors, to serve until the next annual meeting of the stockholders and until their successors are elected and qualified; (ii) approved a non-binding, advisory resolution approving the compensation of the Company’s named executive officers; and (iii) ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022.

Proposal 1: Election of Directors — The final number of votes for, withheld or abstained from voting and broker-non-votes were as follows:

Nominee

Votes For

Votes Withheld

Votes Abstained

Broker Non-
Votes

Jeff Geygan

2,540,662

276,182

-

972,756

Dale Foster

2,739,916

76,928

-

972,756

Ross Crane

2,632,088

184,756

-

972,756

Andy Bryant

2,410,991

405,853

-

972,756

John McCarthy

2,545,238

271,606

-

972,756

Gerri Gold

2,540,646

276,198

-

972,756

Greg Scorziello

2,737,835

79,009

-

972,756

Proposal 2: Advisory Resolution to Approve Compensation of the Company’s Named Executive Officers— The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

2,527,629

263,558

25,657

972,756

Proposal 3: Ratification of the Appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ended December 31, 2022 — The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

3,750,900

24,350

14,350

-

2

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.

WAYSIDE TECHNOLOGY GROUP, INC.

Date: June 8, 2022

By:

/s/ Andrew Clark

Name:

Andrew Clark

Title:

Chief Financial Officer

3

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