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 17, 2020
ZOOM
TELEPHONICS, INC.
(Exact
Name Of Registrant As Specified In Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
|
000-53722
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04-2621506
|
|
(Commission File
Number)
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(I.R.S. Employer
Identification No.)
|
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225 Franklin Street, Boston,
MA
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02110
|
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(617)
423-1072
(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 (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: None.
Indicate
by check mark whether the registrant
is an emerging growth company as defined in 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 checkmark 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.
On
July 17, 2020, Zoom Telephonics, Inc. (the “Company”)
held its 2020 Annual Meeting of Stockholders (the “Annual
Meeting”). At the Annual Meeting, the Company’s
stockholders voted on the following proposals:
(i)
the
election of eight directors to serve for the ensuing year until
their successors are duly elected and qualified;
(ii)
the
ratification of the appointment of Marcum LLP as the
Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2020;
(iii)
a
non-binding advisory vote the compensation of the Company’s
named executive officers (the “say-on-pay” vote);
and
(iv)
an advisory vote on the frequency of holding future say-on-pay
votes;
The
voting results are reported below.
Proposal 1 - Election of Directors
David
Allen, Joseph Donovan, Philip Frank, Jeremy Hitchcock, Joshua
Horowitz, Peter R. Kramer, Frank B. Manning and Peter Sykes were
elected as directors for the ensuing year until their successors
are duly elected. Due to the plurality election, votes could only
be cast in favor of or withheld from the nominee and thus votes
against were not applicable. The results of the election were as
follows:
|
Name
|
Votes For
|
Votes
Withheld
|
Broker
Non-Votes
|
|
David
Allen
|
15,129,059
|
4,011
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3,462,071
|
|
Joseph
Donovan
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5,612,463
|
9,520,607
|
3,462,071
|
|
Philip
Frank
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15,094,251
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38,819
|
3,462,071
|
|
Jeremy
Hitchcock
|
12,977,955
|
2,155,115
|
3,462,071
|
|
Joshua
Horowitz
|
15,128,933
|
4,137
|
3,462,071
|
|
Peter R.
Kramer
|
5,577,009
|
9,556,061
|
3,462,071
|
|
Frank B.
Manning
|
5,614,375
|
9,518,695
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3,462,071
|
|
Peter
Sykes
|
15,003,475
|
129,595
|
3,462,071
|
Proposal 2 - Ratification of the Appointment of Marcum
LLP
The
appointment of Marcum LLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2020 was ratified. There were no broker non-votes
on this proposal. The results of the vote were as
follows:
|
Votes
For
|
Votes Against
|
Votes Abstained
|
|
18,588,865
|
297
|
5,979
|
Proposal 3 – Say on Pay
The
non-binding advisory vote the compensation of the Company’s
named executive officers was approved. The results of the vote were
as follows:
|
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Votes
|
|
14,167,909
|
492,194
|
472,967
|
3,462,071
|
Proposal 4 – Say on Pay Frequency
The advisory vote on the
frequency of holding future say-on-pay votes was approved with a frequency of one year.
Votes against the proposal were not applicable. The results of the
vote were as follows:
|
1 Year
|
2 Years
|
3 Years
|
Votes Abstained
|
Broker Non-Votes
|
|
15,102,122
|
15,644
|
3,636
|
11,668
|
3,462,071
|
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.
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ZOOM
TELEPHONICS, INC.
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|
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Dated:
July 22, 2020
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By:
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/s/
JACQUELYN BARRY
HAMILTON
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|
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Jacquelyn
Barry Hamilton
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|
|
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Chief
Financial Officer
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