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 15, 2021
INVO BIOSCIENCE, INC.
(Exact name of registrant as specified in charter)
| Nevada | | 001-39701 | | 20-4036208 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
5582 Broadcast Court Sarasota, Florida | |
34240 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (978) 878-9505
(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(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | | INVO | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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 September 15, 2021, the Company held its annual meeting of stockholders (the “Meeting”). The total number of shares entitled to vote at the Meeting were 10,464,035 and there were present at the Meeting, in person or by proxy, 7,834,280 shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted:
| | (1) to elect Steven Shum, Dr. Kevin Doody, Trent Davis, Barbara Ryan, Jeffrey Segal, Matthew Szot and Rebecca Messina to the board of directors of the Company until the next annual meeting of stockholders; |
| | |
| | (2) to approve, by non-binding advisory vote, of the resolution approving named executive officer compensation (the “Say on Pay Proposal”); |
| | |
| | (3) to approve, by non-binding advisory vote, of the frequency of future non-binding advisory votes on resolutions approving future named executive officer compensation (“Say When on Pay Proposal”); |
| | | |
| | (4) to ratify the selection of M&K CPAS, PLLC as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2021. |
The final results of the stockholders’ votes at the Meeting are set forth below:
Proposal 1: Election of Directors
| Nominee | | For | | | Withheld | | | Broker Non-Votes | |
| Steven Shum | | | 3,491,466 | | | | 139,838 | | | | 4,202,976 | |
| Kevin Doody | | | 2,763,909 | | | | 867,395 | | | | 4,202,976 | |
| Trent Davis | | | 3,330,111 | | | | 301,193 | | | | 4,202,976 | |
| Barbara Ryan | | | 3,451,093 | | | | 180,211 | | | | 4,202,976 | |
| Jeffrey Segal | | | 3,596,628 | | | | 34,676 | | | | 4,202,976 | |
| Matthew Szot | | | 3,086,913 | | | | 544,391 | | | | 4,202,976 | |
| Rebecca Messina | | | 3,596,960 | | | | 34,344 | | | | 4,202,976 | |
Proposal 2 – Say-on-Pay Proposal
| | | AGAINST | | | ABSTAIN | | | BROKER NON-VOTES | |
| | 2,322,176 | | | | 148,822 | | | | 1,160,306 | | | | 4,202,976 | |
Proposal 3 – Say When on Pay Proposal:
| | | | | | EVERY 3 YEARS | | | ABSTAIN | | | BROKER NON-VOTES | |
| | 596,174 | | | | 921,018 | | | | 952,447 | | | | 1,162,865 | | | | 4,202,976 | |
Proposal 4: Ratification of Appointment of M&K CPAS, PLLC as Independent Registered Public Accounting Firm
| FOR | | | AGAINST | | | ABSTAIN | | | BROKER NON-VOTES | |
| | 6,982,144 | | | | 843,036 | | | | 9,100 | | | | n/a | |
| Exhibit | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 thereunto duly authorized.
| | INVO BIOSCIENCE, INC. |
| | | |
| | By: | /s/ Steven Shum |
| | Name: | Steven Shum |
| | Title: | Chief Executive Officer |
| | | |
| Dated: September 20, 2021 | | |
