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): June 11, 2020
INTELLINETICS, INC.
(Exact name of Registrant as specified in its charter)
| Nevada | 000-31671 | 87-0613716 | ||
| (State or other jurisdiction | (Commission | (I.R.S Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 2190 Dividend Dr., Columbus, Ohio | 43228 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: 614-921-8170
Intellinetics, Inc.
(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 | Name of each exchange on which registered | |
| None | N/A |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
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.
2020 Annual Meeting of Stockholders
On June 11, 2020, Intellinetics, Inc., a Nevada corporation (the “Company”), held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). A total of 2,810,865 shares of Common Stock, par value $.001 per share, were issued and outstanding on April 24, 2020, the record date for the 2020 Annual Meeting, and were entitled to vote thereat, of which 1,674,452 shares were present, in person, by proxy or via internet, thus constituting a quorum at the 2020 Annual Meeting.
Set forth below are the voting results on each of the five proposals submitted to and voted upon by the stockholders at the 2020 Annual Meeting, which proposals are described in the Company’s Proxy Statement for the 2020 Annual Meeting:
| Proposal 1: | Election of Directors | |
| The following nominees were elected as directors, each to serve for a term of one year and until his or her successor is duly elected and qualified, by the vote set forth below: |
| For | Withheld | Broker Non-Votes | ||||||||||
| James F. DeSocio | 1,601,175 | 79 | 73,198 | |||||||||
| Matthew L. Chretien | 1,601,175 | 79 | 73,198 | |||||||||
| Rye D’Orazio | 1,601,175 | 79 | 73,198 | |||||||||
| Robert C. Schroeder | 1,601,175 | 79 | 73,198 | |||||||||
| Sophie Pibouin | 1,601,175 | 79 | 73,198 | |||||||||
| Roger Kahn | 1,601,175 | 79 | 73,198 | |||||||||
| Proposal 2: | Approval of Plan Amendment | |
| The Plan Amendment to the 2015 Intellinetics, Inc. Equity Incentive Plan including an increase in the number of shares of stock authorized for issuance under the plan by 130,000 shares to a total of 200,000 shares is duly adopted and approved, by the vote set forth below: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,491,209 | 95,339 | 14,706 | 73,198 | |||||||||||
| Proposal 3: | Approval on an Advisory Basis, of Compensation of Named Executive Officers (“Say-on-Pay) | |
| The compensation of the Company’s named executive officers was approved, on an advisory, non-binding basis, by the vote set forth below: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,574,268 | 11,915 | 15,071 | 73,198 | |||||||||||
| Proposal 4: | Approval, on an Advisory Basis, to Hold an Advisory Vote on the Compensation of Named Executive Officers Every Three Years (“Say-on-Frequency”) | |
| The proposal to hold an advisory vote every three years on the compensation of the Company’s named executive officers was approved, on an advisory, non-binding basis, by the votes set forth below: |
| Every Three Years | Every Two Years | Every One Year | Abstain | Broker Non-Votes | ||||||||||||||
| 1,105,458 | 142,042 | 268,587 | 85,167 | 73,198 | ||||||||||||||
| Proposal 5: | Ratification of Appointment of Independent Registered Public Accounting Firm | |
| The appointment by the Audit Committee of GBQ Partners LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified, by the vote set forth below: |
| For | Against | Abstain | ||||||||
| 1,607,658 | 49 | 66,745 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTELLINETICS, INC. | ||
| By: | /s/ James F. DeSocio | |
| James F. DeSocio | ||
| President and Chief Executive Officer | ||
| Dated: June 17, 2020 | ||