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): November 17, 2022
DecisionPoint Systems, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 333-245695 | | 37-1644635 |
(State or other jurisdiction
of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
1625 South Congress Avenue, Suite 103 Delray Beach, Florida | | | | 33445 |
(Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (949) 465-0065
| ☐ | 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, $0.001 par value | | DPSI | | NYSE American |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 17, 2022, the stockholders of DecisionPoint Systems, Inc. (the “Company”) approved an amendment (the “Equity Plan Amendment”) to the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) to increase the maximum number of shares of common stock available for issuance under the 2014 Plan from 1,100,000 to 1,600,000, which will allow the 2014 Plan to be utilized by the Company for future grants to eligible participants. The Board of Directors of the Company had previously adopted the Equity Plan Amendment, subject to approval by the stockholders.
The Equity Plan Amendment is described in the Company’s Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission on September 22, 2022, and is attached thereto as Appendix A. The full text of the Equity Plan Amendment is also filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On November 17, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, all proposed measures passed, all director nominees were elected and, on an advisory basis, the stockholders approved the compensation of the Company’s named executive officers as described in the Proxy Statement and indicated a preferred frequency of three years for future advisory votes of the Company’s stockholders to approve the compensation of the Company’s named executive officers.
The final voting results for each of the matters and candidates submitted to a vote of stockholders at the Annual Meeting are as follows:
| a) | The election of six directors, each to serve until the 2023 annual meeting of stockholders: |
| Name of Nominee | | Votes For | | | Withheld | | | Broker
Non-Votes | |
| Steve Smith | | | 6,125,116 | | | | 788 | | | | 108,765 | |
| Michael Taglich | | | 6,070,532 | | | | 55,372 | | | | 108,765 | |
| Stanley Jaworski | | | 6,053,016 | | | | 72,888 | | | | 108,765 | |
| Richard Bravman | | | 6,121,462 | | | | 4,442 | | | | 108,765 | |
| William Cooke | | | 5,967,753 | | | | 158,151 | | | | 108,765 | |
| John Guttilla | | | 6,098,684 | | | | 27,220 | | | | 108,765 | |
| b) | The approval of the Equity Plan Amendment: |
| Votes For: | | | 5,912,754 | |
| Votes Against: | | | 212,934 | |
| Abstentions: | | | 216 | |
| Broker Non-Votes: | | | 108,765 | |
| c) | The non-binding advisory vote to approve the Company’s named executive officer compensation: |
| Votes For: | | | 6,087,741 | |
| Votes Against: | | | 37,519 | |
| Abstentions: | | | 644 | |
| Broker Non-Votes: | | | 108,765 | |
| d) | The non-binding advisory vote to indicate the preferred frequency of stockholder advisory votes to approve named executive officer compensation: |
| One Year: | | | 2,023,500 | |
| Two Years: | | | 3,898 | |
| Three Years: | | | 4,084,342 | |
| Abstentions: | | | 14,164 | |
Broker Non-Votes:
| | | 108,765 | |
After the Annual Meeting, the Board determined, consistent with the vote of the Company's stockholders, that the Company will hold future “say-on-pay” votes every three years until the next required vote on the frequency of a say-on-pay vote is presented to stockholders.
| e) | The ratification of the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year: |
| Votes For: | | | 6,233,313 | |
| Votes Against: | | | 107 | |
| Abstentions: | | | 1,249 | |
| Broker Non-Votes: | | | N/A | |
Item 9.01 Financial Statements and Exhibits
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 hereunto duly authorized.
| | DECISIONPOINT SYSTEMS INC. |
| | |
| Date: November 21, 2022 | By: | /s/ Melinda Wohl |
| | Name: | Melinda Wohl |
| | Title: | Vice President Finance and Administration |
