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): July 15, 2020
MOSYS, INC.
(Exact Name of Registrant as Specified in Charter)
000-32929
(Commission File Number)
Delaware | 77-0291941 |
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification Number) |
2309 Bering Dr.
San Jose, California 95131
(Address of principal executive offices, with zip code)
(408) 418-7500
(Registrant's telephone number, including area code)
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)
[ ] 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 | MOSY | 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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
(a)On July 15, 2020, MoSys, Inc. (the “Company”) held its 2020 annual meeting of stockholders, and a quorum for the transaction of business was present in person or represented by proxy. The Company’s stockholders voted on four proposals, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 26, 2020.
(b)Voting results were as follows:
| • | Proposal 1 – Election of directors to serve until the next annual meeting of stockholders. |
| | | | | | | |
| | For | | Withheld | | Broker Non-Vote | |
Daniel Lewis | | 668,389 | | 366,606 | | 935,523 | |
Scott Lewis | | 667,186 | | 367,809 | | 935,523 | |
Daniel J. O’Neil | | 660,638 | | 374,357 | | 935,523 | |
Robert Y. Newell | | 667,355 | | 367,640 | | 935,523 | |
All of the foregoing candidates were elected to serve as directors until the next annual meeting of stockholders.
| • | Proposal 2 – Ratification of the audit committee’s appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. |
| | | | | | | | | |
| | For | | Against | | Abstain | | Broker Non-Vote | |
| | 1,680,633 | | 31,238 | | 258,647 | | - | |
The foregoing proposal was approved.
| • | Proposal 3 – A proposal to approve, on an advisory basis, the executive compensation of the Company's named executive officers. |
| | | | | | | | | |
| | For | | Against | | Abstain | | Broker Non-Vote | |
| | 704,019 | | 60,219 | | 270,757 | | 935,523 | |
The foregoing non-binding proposal was approved.
| • | Proposal 4 – To approve an amendment of the Company’s Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of capital stock |
| | | | | | | | | |
| | For | | Against | | Abstain | | Broker Non-Vote | |
| | 988,356 | | 36,319 | | 10,320 | | 935,523 | |
| | | | | | | | | |
The foregoing proposal was not approved.
SIGNATURE
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.
MOSYS, INC.
| Date: July 17, 2020 | By: /s/ James W. Sullivan | |
Vice President of Finance and Chief Financial Officer
