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Published: 2022-09-09 12:39:57 ET
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tcx20220908_8k.htm
false 0000909494 0000909494 2022-09-08 2022-09-08
 
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): September 8, 2022
 
 
TUCOWS INC
(Exact Name of Registrant Specified in Charter)
 
Pennsylvania
0-28284
23-2707366
(State or Other
(Commission File
(IRS Employer
Jurisdiction of
Number)
Identification No.)
Incorporation)
    
 
96 Mowat Avenue, Toronto, Ontario, Canada
  
M6K 3M1
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (416) 535-0123
 
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:
 
☐
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))
 
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. ☐
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock
  
TCX
  
NASDAQ
 
 
 
 
Item 5.07.               Submission of Matters to a Vote of Security Holders.
 
Tucows Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on September 8, 2022. The following matters, all of which were set forth in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on July 27, 2022, were voted on at the Annual Meeting. The results of such voting are as indicated below.
 
1. Election of Directors
 
The Company’s shareholders voted upon and elected the following nominees to serve on the Company’s Board of Directors for a term of one year expiring at the 2022 Annual Meeting of Shareholders.
 
Nominee for Director
  
Votes For
  
Authority Withheld
Allen Karp
  
4,917,994
  
104,752
Elliot Noss
  
4,967,346
  
55,400
Erez Gissin
  
4,921,492
  
101,254
Jeffery Schwartz
  
4,913,639
  
109,107
Brad Burnham
  
5,012,988
  
9,758
Marlene Carl
  
5,013,769
  
8,977
Robin Chase
  
4,567,278
  
455,568
 
There were 919,418 broker non-votes with respect to the election of directors.
 
2. Ratification of Appointment of Independent Auditors
 
The Company’s shareholders voted upon and ratified the appointment of KPMG LLP as the independent auditors of the Company and its subsidiaries for the fiscal year ending December 31, 2022 
 
For
  
Against
  
Abstain
  
5,548,286
  
390,719
  
3,159
  
 
 
 
 
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.
 
 
TUCOWS INC.
  
       
 
By:
/s/ Davinder Singh
  
   
Davinder Singh
Chief Financial Officer
  
Dated: September 9, 2022