UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number: 001-41639
SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY
(Exact Name of Registrant as Specified in Charter)
Mespil Business Centre, Mespil House
Sussex Road, Dublin 4, Ireland
Tel: +353-1-920-1000
(Address of Principal Executive Offices) (Zip Code)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
The Annual General Meeting of Shareholders (the “General Meeting”) of SMX (Security Matters) Public Limited Company (the “Company”), originally scheduled for February 5, 2025, was adjourned to and was held on February 12, 2025. At the General Meeting, the Company’s shareholders voted on the following five proposals and cast their votes (which are based on pre-28.5:1 reverse stock split share numbers) as described below. The proposals are described in more detail in the Company’s Notice of Annual General Meeting of Shareholders attached as Exhibit 99.1 to the Company’s Report on Form 6-K filed with the U.S. Securities and Exchange Commission on January 30, 2025.
Proposal 1: To re-elect Zeren Browne as a Director for a three-year term, who retires by rotation in accordance with Regulation 157 of the constitution of the Company and, being eligible, offers herself for re-election.
| For | Against | Abstain/Withheld | ||
| 1,803,884 | 378,725 | 66,546 |
Proposal 2: To re-elect Roger Meltzer as a Director for a three-year term, who retires by rotation in accordance with Regulation 157 of the constitution of the Company and, being eligible, offers himself for re-election.
| For | Against | Abstain/Withheld | ||
| 1,787,953 | 392,397 | 68,805 |
Proposal 3: To elect Pebble Sia Huei-Chieh as a Director for a three-year term, who retires by rotation in accordance with Regulation 157 of the constitution of the Company and, being eligible, offers herself for re-election.
| For | Against | Abstain/Withheld | ||
| 1,801,317 | 389,903 | 57,935 |
Proposal 4: To re-appoint BDO Israel as statutory auditor of the Company.
| For | Against | Abstain/Withheld | ||
| 1,796,109 | 352,576 | 100,470 |
Proposal 5: To approve and ratify the remuneration of the statutory auditor fixed by the the Company’s board of directors for the year ending 31 December 2024.
| For | Against | Abstain/Withheld | ||
| 1,846,443 | 339,538 | 63,174 |
There were 2,249,155 ordinary shares (pre-28.5:1 reverse stock split) voted at the General Meeting. Accordingly, as the Company has received a majority of the votes cast at the General Meeting, in accordance with Ireland law, Proposals 1, 2, 3, 4 and 5 each passed.
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.
Date: February 12, 2025
| SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY | ||
| By: | /s/ Haggai Alon | |
| Name: | Haggai Alon | |
| Title: | Chief Executive Officer | |
