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EX-3.1 - SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - AutoWeb, Inc. | ex3-1.htm |
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 18,
2020
AutoWeb, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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1-34761
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33-0711569
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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400 North Ashley Drive, Suite 300
Tampa, Florida 33602-4314
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(Address
of principal executive offices) (Zip Code)
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(949) 225-4500
Registrant’s
telephone number, including area code
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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AUTO
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The Nasdaq Capital Market
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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
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☐
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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.
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☐
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Item 5.07
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Submission
of Matters to a Vote of Security Holders.
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The
2020 Annual Meeting of Stockholders (“Annual Meeting”) of AutoWeb, Inc.
(“Company”) was
held on June 18, 2020, at the principal executive office of the
Company. A total of 12,212,637 shares
of the Company’s Common Stock, par value $0.001 per share,
were present or represented by proxy at the Annual Meeting,
representing 92.9% of the Company’s shares outstanding as of
April 22, 2020, the record date for the Annual
Meeting.
Set
forth below are brief descriptions of each of the four proposals
voted upon by stockholders at the Annual Meeting and the final
voting results for each such proposal. The Company’s
stockholders approved the election of each of the nominees for
election as Class 1 Directors and approved each of Proposals 2, 3
and 4.
Proposal 1.
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Election
of three Class I Directors of the Company to hold office until the
2023 Annual Meeting of Stockholders and until the election and
qualification of such directors’ successors:
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Director Nominees
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For
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Withheld
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Broker Non-Votes
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Matias
de Tezanos
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9,038,809
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552,753
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2,621,075
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Chan W.
Galbato
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9,011,277
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580,285
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2,621,075
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Jared
R. Rowe
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9,010,291
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581,271
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2,621,075
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Proposal 2.
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Approval of the extension of and amendment to the AutoWeb, Inc. Tax
Benefit Preservation Plan:
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For
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Against
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Abstain
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Broker Non-Votes
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8,576,932
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1,009,723
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4,907
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2,621,075
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Proposal 3.
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Approval of the
amendment and restatement of the Company’s Certificate of
Incorporation:
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For
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Against
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Abstain
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Broker Non-Votes
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8,367,616
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1,220,312
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3,634
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2,621,075
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A copy
of the Seventh Amended and Restated Certificate of Incorporation
that was approved by the Company’s stockholders at the Annual
Meeting is filed as Exhibit 3.1 to this Current Report on Form
8-K.
Proposal 4.
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Ratification
of the appointment of Moss Adams LLP as the Company’s
independent registered public accounting firm for
2020:
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For
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Against
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Abstain
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Broker Non-Votes
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12,188,676
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20,592
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3,369
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N/A
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
3.1 Seventh
Amended and Restated Certificate of Incorporation
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:
June 23, 2020
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AUTOWEB,
INC.
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By:
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/s/ Glenn E.
Fuller
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Glenn
E. Fuller, Executive Vice President,
Chief
Legal Officer and Secretary
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