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 27, 2022
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.) |
350 Clark Drive, Suite 125
Mt. Olive, NJ 07828
(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 5.07 Submission of Matters to a Vote of Security Holders
On December 27, 2022, Vislink Technologies, Inc. (the “Company”) held its annual meeting of shareholders (the “Meeting”). The total number of shares entitled to vote at the Meeting was 47,419,317 and there were present, in person or by proxy, 21,857,473 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 2023 Annual Meeting of Stockholders:
| NOMINEE | | FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTES |
| Susan Swenson | | 4,229,957 | | 2,388,273 | | 928,689 | | 14,310,554 |
| Carleton M. Miller. | | 5,465,841 | | 1,160,231 | | 920,847 | | 14,310,554 |
| General James T. Conway | | 4,158,620 | | 2,456,905 | | 931,394 | | 14,310,554 |
| Jude T. Panetta | | 5,735,024 | | 881,914 | | 929,981 | | 14,310,554 |
| Ralph Faison | | 4,353,934 | | 2,260,050 | | 932,935 | | 14,310,554 |
| Brian Krolicki | | 5,695,148 | | 922,282 | | 929,489 | | 14,310,554 |
Proposal 2: Advisory Vote on Executive Compensation
By a non-binding advisory vote, the stockholders approved the compensation of the Company’s named executive officers, as disclosed in the definitive proxy statement for the Meeting. The results of the voting for this proposal were as follows:
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 5,200,986 | | 1,355,940 | | 989,993 | | 14,310,554 |
Proposal 3: Frequency of the Advisory Vote on Executive Compensation
By a non-binding advisory vote, the stockholders approved the frequency of “THREE YEARS” for future advisory shareholder votes on the compensation paid to the Company’s named executive officers. The results of the voting for this proposal were as follows:
| THREE YEARS | | TWO YEARS | | ONE YEAR | | ABSTAIN | | |
| 3,630,879 | | 161,470 | | 2,518,482 | | 1,236,088 | | 14,310,554 |
Based on the result of the advisory vote, and consistent with the previously approved recommendation of the Board of Directors of the Company to its stockholders, the Company has determined to conduct an advisory vote on named executive compensation every three years until the next required advisory vote on the frequency of conducting future advisory votes on named executive officer compensation.
Proposal 4: Ratification of Appointment of Marcum LLP as Independent Registered Public Accounting Firm
A proposal to ratify the selection of Marcum LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2022 was adopted with the results of the voting for this proposal as follows:
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 19,616,479 | | 1,248,975 | | 992,019 | | 0 |
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. |
| | |
| Date: December 28, 2022 | By: | /s/ Carleton M. Miller |
| | Name: | Carleton M. Miller |
| | Title: | Chief Executive Officer |
