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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
____________________
(Exact name of registrant as specified in its charter) |
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(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (
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:
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 |
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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 Submission of Matters to a Vote of Security Holders
On August 15, 2022, Rekor Systems, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). An aggregate of 49,868,340 shares held by holders of the Company’s voting stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on June 28, 2022, are as follows:
Proposal 1: At the Annual Meeting, the terms of all six (6) members of the Board of Directors expired. All of the six nominees for director were re-elected to serve until the next annual meeting of stockholders and until their successors are named and qualified, or until their earlier resignation or removal. The result of the votes to elect the six directors was as follows:
Directors |
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For |
|
Withheld |
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Broker Non-Votes |
Robert Berman |
| 21,152,821 |
| 1,294,369 |
| 8,719,063 |
Paul A. de Bary |
| 21,918,197 |
| 528,993 |
| 8,719,063 |
Dr. Richard Nathan, Ph.D. |
| 15,873,794 |
| 6,573,396 |
| 8,719,063 |
Glenn Goord |
| 21,948,681 |
| 498,509 |
| 8,719,063 |
David Hanlon |
| 13,174,107 |
| 9,273,083 |
| 8,719,063 |
Steven D. Croxton |
| 22,373,592 |
| 73,598 |
| 8,719,063 |
Proposal 2: At the Annual Meeting, the stockholders ratified the appointment of Friedman LLP as our independent public accountant for the fiscal year ending December 31, 2022. The result of the votes to approve Friedman LLP was as follows:
For |
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Against |
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Abstain |
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Broker Non-Vote |
30,741,502 |
| 296,764 |
| 127,987 |
| - |
Proposal 3: At the Annual Meeting, the compensation of the Company’s named executive officers was approved by the stockholders, on an advisory basis, by the votes set forth in the table below:
For |
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Against |
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Abstain |
|
Broker Non-Vote |
20,982,656 |
| 1,402,654 |
| 61,880 |
| 8,719,063 - |
| 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.
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| REKOR SYSTEMS, INC. |
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Date: August 15, 2022 |
| /s/ Robert A. Berman |
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| Name: Robert A. Berman Title: Chief Executive Officer |
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| 3 |
