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): September 29, 2022
NEONODE INC.
(Exact name of issuer of securities held pursuant to the plan)
Commission File Number 1-35526
| Delaware | | 94-1517641 |
(State or other jurisdiction
of incorporation) | | (I.R.S. Employer
Identification No.) |
Karlavägen 100, 115 26 Stockholm, Sweden
(Address of Principal Executive Office, including Zip Code)
+46 (0) 8 667 17 17
Registrant’s telephone number, including area code:
Not Applicable
(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 (see General Instruction A.2. below):
| ☐ | 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, par value $0.001 per share | | NEON | | 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).
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 September 29, 2022, Neonode Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders. The following matters were voted upon and approved:
| | 1. | Mr. Ulf Rosberg was reelected to the Board of Directors for a three-year term as a Class II director. |
| | 2. | Stockholders ratified the appointment of KMJ Corbin & Company LLC to serve as the Company’s independent auditors for the year ended December 31, 2022. |
| | 3. | Stockholders indicated their approval, on an advisory basis, of the compensation of the Company’s named executive officers (the Say-on-Pay vote). |
The results of the votes were as follows:
| Election of Directors | | Votes For | | | Withheld | | | Broker
Non-Votes | |
| Elect Mr. Ulf Rosberg to a three-year term to the Board of Directors | | | 4,314,570 | | | | 38,189 | | | | 564,906 | |
| Proposal 2 | | Votes For | | | Votes
Against | | | Abstentions | | | Broker
Non-Votes | |
| Ratification of Appointment of KMJ Corbin and Company | | | 4,902,592 | | | | 3,683 | | | | 11,390 | | | | - | |
| Proposal 3 | | Votes For | | | Votes
Against | | | Abstentions | | | Broker
Non-Votes | |
| Advisory vote on named executive officer compensation (the Say-on-Pay vote) | | | 4,321,767 | | | | 26,681 | | | | 4,311 | | | | 564,906 | |
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: September 29, 2022 | NEONODE INC. |
| | | |
| | By: | /s/ Fredrik Nihlén |
| | Name: | Fredrik Nihlén |
| | Title: | Chief Financial Officer |
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