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): August 18, 2021
Vislink Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-35988 | | 20-5856795 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
101 Bilby Road, Suite 15, Building 2
Hackettstown, NJ 07840
(Address of principal executive offices)
Registrant’s telephone number, including area code: 908-852-3700
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, par value $0.00001 per share | | VISL | | The Nasdaq Capital Market |
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 5.03 Amendments to the Bylaws; Change in Fiscal Year
On and effective August 18, 2021, the board of directors of Vislink Technologies, Inc. (the “Corporation”) amended and restated the Corporation’s Second Amended and Restated Bylaws to add an exclusive forum provision as new Article VIII. Under new Article VIII, unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. This exclusive forum provision supplements the existing exclusive forum provision contained in Section 11 of the Amended and Restated Certificate of Incorporation of the Corporation, which provides that unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Corporation’s certificate of incorporation or by-laws or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
In addition, the board also amended Article II - Section 6 of the Corporation’s blyaws to change the quorum for stockholder meetings. As amended, except as otherwise provided by law, the Corporation’s certificate of incorporation or bylaws, a quorum shall constitute at least one-third (33.33%) of the shares issued and outstanding entitled to vote on the matters at the meeting, present in person or by proxy. The change to the quorum requirement for stockholder meetings from a majority to one-third (33.33%) is intended to improve the Corporation’s ability to take action at stockholder meetings when called.
The foregoing summary is qualified in its entirety by reference to the text of Third Amended and Restated Bylaws of the Corporation filed as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On August 18, 2021, the Corporation held its annual meeting of shareholders (the “Meeting”). The total number of shares entitled to vote at the Meeting was 45,652,249 and there were present, in person or by proxy, 23,385,280 shares, which constituted a quorum for the Meeting. The matters voted upon and the results of the vote were as follows:
Proposal 1: Election of Directors
The following directors were elected to a one-year term of office expiring at the 2022 Annual Meeting of Stockholders:
| NOMINEE | | FOR (#) | | | FOR (%) | | | WITHHELD (#) | | | WITHHELD (%) | | | BROKER NON-VOTES | |
| Susan Swenson | | | 8,969,031 | | | | 85.75 | % | | | 1,489,964 | | | | 14.25 | % | | | 12,926,285 | |
| Carleton M. Miller. | | | 9,776,937 | | | | 93.48 | % | | | 682,058 | | | | 6.52 | % | | | 12,926,285 | |
| General James T. Conway | | | 8,919,406 | | | | 85.28 | % | | | 1,539,589 | | | | 14.72 | % | | | 12,926,285 | |
| Jude T. Panetta | | | 9,692,039 | | | | 92.67 | % | | | 766,956 | | | | 7.33 | % | | | 12,926,285 | |
| Ralph Faison | | | 8,900,453 | | | | 85.10 | % | | | 1,558,542 | | | | 14.90 | % | | | 12,926,285 | |
| Brian Krolicki | | | 9,710,306 | | | | 92.84 | % | | | 748,689 | | | | 7.16 | % | | | 12,926,285 | |
Proposal 2: Ratification of Appointment of Marcum LLP as Independent Registered Public Accounting Firm
A proposal to ratify the selection of Marcum LLP as the Corporation’s independent registered public accounting firm for its fiscal year ending December 31, 2021 was adopted with the votes shown:
| FOR | | AGAINST | | | ABSTAIN | | | BROKER NON-VOTES | |
| 22,447,790 | | | 487,98 | | | | 449,562 | | | | 0 | |
Item 9.01 Financial Statements and Exhibits.
(d) 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.
| | VISLINK TECHNOLOGIES, INC. |
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| Date: August 20, 2021 | By: | /s/ Carleton M. Miller |
| | Name: | Carleton M. Miller |
| | Title: | Chief Executive Officer |
