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): | December 21, 2020 |
HOPTO INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 0-21683 | | 13-3899021 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
6 Loudon Road, Suite 200, Concord, NH 03301
(Address, including zip code, of principal executive offices)
| Registrant’s telephone number, including area code | (800) 472-7466 |
(Former name or former address, if changed since last report.)
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 | | HPTO | | OTC Markets |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on December 21, 2020. The following items of business were considered at the Annual Meeting:
(1) the election of four directors;
(2) ratification of the selection of dbbMcKennon as our independent registered public accounting firm for the fiscal year ending December 31, 2020;
(3) approval, of amendment to Charter to effect a reverse stock split of common stock at a ratio of not less than 1-for-20 and not more than 1-for-100, subject to Board’s authority to abandon such amendment;
(4) approval, in a non-binding, advisory vote, of the compensation of our named executive officers, commonly known as “say-on-pay”;
(5) the transaction of such other business as may properly have come before the Annual Meeting or any adjournment thereof.
The number of shares of common stock entitled to vote at the Annual Meeting was 18,735,824 shares. The number of shares of common stock present or represented by valid proxy at the annual meeting was 13,317,105 shares. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting are set forth below:
Proposal 1: Election of Directors.
The stockholders elected four directors to serve until the annual meeting of stockholders in 2020 as follows:
| Director | | Votes For | | | Votes Against | | | Abstain | | | Broker Non-Votes | |
| Jonathon R. Skeels | | | 9,891,413 | | | | 14,595 | | | | 1,331 | | | | 3,409,766 | |
| Richard S. Chernicoff | | | 9,855,830 | | | | 50,188 | | | | 1,321 | | | | 3,409,766 | |
| Thomas R. Stewart | | | 9,855,731 | | | | 50,254 | | | | 1,354 | | | | 3,409,766 | |
| Jean-Louis Casabonne | | | 9,096,599 | | | | 60,977 | | | | 749,763 | | | | 3,409,766 | |
Proposal 2: Ratification of Auditors.
The stockholders ratified the appointment of dbbMcKennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 as follows:
| Votes For | | | Votes Against | | | Abstain | | | Broker Non-Votes | |
| | 13,245,077 | | | | 36,608 | | | | 35,420 | | | | - | |
Proposal 3: Approve, a Reverse Stock Split of Common Stock at a Ratio.
| Votes For | | | Votes Against | | | Abstain | | | Broker Non-Votes | |
| | 12,958,127 | | | | 357,324 | | | | 1,653 | | | | - | |
Proposal 4: Advisory Vote on Executive Compensation.
In a non-binding, advisory vote, the stockholders approved the compensation of our executive officers as follows:
| Votes For | | | Votes Against | | | Abstain | | | Broker Non-Votes | |
| | 9,771,191 | | | | 133,439 | | | | 2,709 | | | | 3,409,766 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | hopTo Inc. |
| | | |
| Dated: December 22, 2020 | By: | /s/ Jonathon R. Skeels |
| | | Jonathon R. Skeels |
| | | Chief Executive Officer, Interim Chief Financial Officer, Secretary |
