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): March 3, 2021
NUZEE, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 001-39338 | | 38-3849791 |
(State or other jurisdiction of incorporation or organization | | (Commission File #) | | (IRS Employer Identification No.) |
1401 Capital Avenue, Suite B, Plano, Texas 75074
(Address of principal executive offices)
(760) 295-2408
(Registrant’s telephone number, including area code)
N/A
(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) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | 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, $0.00001 par value | | NUZE | | 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 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
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| | Emerging growth company | [ ] |
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| | 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 March 3, 2021, NuZee, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). As of January 25, 2021, the record date for the Annual Meeting, 14,904,381 shares of common stock of the Company were outstanding and entitled to vote. A quorum of outstanding votes entitled to be cast were present in person or represented by proxy at the Annual Meeting. All proposed measures passed and the director nominees recommended by the Company were elected. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1 – Election of Directors
| Name of Nominee | | For | | | Withheld | | | Broker
Non-Votes | |
| Masateru Higashida | | | 7,409,417 | | | | 316 | | | | 1,376,836 | |
| Kevin J. Conner | | | 7,403,553 | | | | 6,180 | | | | 1,376,836 | |
| J. Chris Jones | | | 7,402,833 | | | | 6,900 | | | | 1,376,836 | |
| Nobuki Kurita | | | 7,409,327 | | | | 406 | | | | 1,376,836 | |
| David G. Robson | | | 7,409,302 | | | | 431 | | | | 1,376,836 | |
Proposal 2 – Advisory Vote on Compensation of Named Executive Officers
| Votes For: | | | 7,409,272 | |
| Votes Against: | | | 425 | |
| Abstain: | | | 36 | |
| Broker Non-Votes: | | | 1,376,836 | |
Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm
| Votes For: | | | 8,785,895 | |
| Votes Against: | | | 562 | |
| Abstain: | | | 112 | |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | NUZEE, INC. |
| | |
| Dated: March 3, 2021 | By: | /s/ Shanoop Kothari |
| | Name: | Shanoop Kothari |
| | Title: | Vice President, Chief Financial Officer and Chief Operating Officer |
