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): March 14, 2023
Genasys Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-24248 | 87-0361799 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
16262 West Bernardo Drive |
San Diego, California 92127 |
(Address of Principal Executive Offices)
____________________
858-676-1112
(Registrant’s telephone number, including area code)
N/A
(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:
| ☐ | 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 240.14.a-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)) |
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. ☐
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, $.00001 par value per share | GNSS | NASDAQ Capital Market |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on March 14, 2023. The following is a brief description of each matter voted upon at the 2023 Annual Meeting, as well as the number of votes cast for, against or withheld as to each matter and the number of abstentions and broker non-votes with respect to each matter:
Election of Directors:
The five individuals listed below were elected at the 2023 Annual Meeting to serve for a one-year term on the Company’s Board of Directors:
Nominee | Number of Shares | Number of Shares | |
Voted For | Withheld | Broker Non-Votes | |
| Scott L. Anchin | 13,787,722 | 1,146,808 | 11,278,878 |
| Richard S. Danforth | 14,429,739 | 504,791 | 11,278,878 |
| Richard H. Osgood III | 13,787,725 | 1,146,805 | 11,278,878 |
| Susan Lee | 13,680,917 | 1,253,613 | 11,278,878 |
| Caltha Seymour | 13,690,737 | 1,243,793 | 11,278,878 |
Ratification of Independent Registered Public Accounting Firm:
The ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2023, was approved by the following votes:
For | Against | Abstain |
| 25,729,992 | 311,211 | 172,205 |
Advisory Vote on the Compensation of the Company’s Named Executive Officers:
The compensation of the Company’s named executive officers as described in its Proxy Statement was approved, on an advisory, non-binding basis, by the following votes:
For | Against | Abstain | Broker Non-Votes |
| 14,009,773 | 679,081 | 245,676 | 11,278,878 |
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: March 15, 2023
| Genasys Inc. | |||
| By: | /s/ Dennis D. Klahn | ||
| Dennis D. Klahn | |||
| Chief Financial Officer | |||