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): May 26, 2020

 

DASAN ZHONE SOLUTIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

Delaware

000-32743

22-3509099

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

 

1350 South Loop Road, Suite 130

Alameda, California 94502

(Address of Principal Executive Offices, Including Zip Code)

 

(510) 777-7000

(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, $0.001 par value

DZSI

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.

 

 

4836-2668-5116.1


 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 26, 2020, the Company held its 2020 annual meeting of stockholders. Of the 21,513,373 shares of common stock outstanding and entitled to vote, 18,354,567 shares, or 58.32%, were represented in person or by proxy at the meeting. The matters voted upon at the meeting and the results of those votes are as follows:

 

Proposal 1 - Election of Class I Directors

Stockholders elected, by the vote indicated below, both of the Company’s nominees as Class I Directors to serve three-year terms expiring at the 2023 annual meeting:

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Joon Kyung Kim

14,709,653

 

39,375

 

3,605,557

Seong Gyun Kim

12,839,678

 

1,909,332

 

3,605,557

 

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, by the vote indicated below:

 

Votes For

 

Votes Against

 

Abstain

 

 

18,262,621

 

51,070

 

40,876

 

 

Proposal 3 - Advisory Vote to Approve Executive Compensation

Stockholders approved an advisory non-binding resolution approving the compensation of the Company’s named executive officers, by the vote indicated below:

 

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

14,682,217

 

53,670

 

13,123

 

3,305,557

 

4836-2668-5116.1


 

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.

 

 

 

 

 

 

 

 

 

 

Date: May 27, 2020

 

DASAN Zhone Solutions, Inc.

 

 

 

 

 

 

 

By:

 

/s/ Thomas J. Cancro

 

 

 

 

Thomas J. Cancro

 

 

 

 

Chief Financial Officer and Treasurer

 

 

4836-2668-5116.1