Attached files
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| EX-99.1 - PRESENTATION - TOMI Environmental Solutions, Inc. | tomi_ex991.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): December 30, 2020
TOMI ENVIRONMENTAL SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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Florida
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000-09908
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59-1947988
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8430 Spires Way, Suite N
Frederick, Maryland 21701
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(Address
of principal executive offices) (Zip Code)
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(800) 525-1698
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(Registrant's
telephone number, including area code)
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Not Applicable
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(Former
name or former address, if changed since last report)
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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:
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Title of each class
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TradingSymbol(s)
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Name of each exchange on which registered
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Common
Stock, $0.01 par value per share
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TOMZ
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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 ☐
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.
At the
2020 Annual Meeting of Shareholders of TOMI Environmental
Solutions, Inc. (the “Company”) held on December 30,
2020 (the “Annual Meeting”), the shareholders of the
Company approved four proposals, a description of which may be
found in the Company's definitive proxy statement on Schedule 14A
filed with the Securities and Exchange Commission on December 2,
2020. Of the 16,824,763 shares
of voting stock outstanding as of the record date, 12,537,006
shares were represented at the Annual Meeting, which constituted a
quorum. The final voting results of the four proposals are set
forth below.
Proposal 1: Election of Class III Directors
The
Company's shareholders elected Halden S. Shane and Harold W. Paul
to serve as the Class III Directors on the Company's Board of
Directors (the “Board”), to serve a three-year term
that will expire at the Company's 2023 Annual Meeting of
Shareholders and at such time as his successor has been duly
elected and qualified or his earlier resignation or removal. The
voting results are as follows:
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For
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Withheld
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Broker Non-Votes
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Halden
S. Shane
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7,077,611
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206,570
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5,252,825
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Harold
W. Paul
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7,060,024
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224,157
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5,252,825
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Proposal 2: Ratification of Independent Registered Public
Accounting Firm
The
Company's shareholders ratified the appointment of Wolinetz,
Lafazan & Company, P.C. as the Company's independent registered
public accounting firm for the fiscal year ending December 31,
2020, as set forth below:
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For
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Against
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Abstain
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12,412,225
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73,658
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51,123
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Proposal 3: Approval of an Amendment and Restatement of the
Company’s 2016 Equity Incentive Plan to Increase the Number
of Shares of Common Stock Authorized for Issuance
Thereunder
The
Company's shareholders approved of the proposal to amend and
restate the Company’s 2016 Equity Incentive Plan to increase
the maximum number of shares of common stock authorized for
issuance thereunder by 1,375,000 shares, from 625,000 shares to
2,000,000 shares, as set forth below:
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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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4,780,255
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281,864
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2,222,062
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5,252,825
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Proposal 4: Advisory Vote to Approve Executive
Compensation
The
proposal seeking approval, on a non-binding advisory basis, of the
compensation of the Company's named executive officers was approved
by the Company's shareholders, as set forth below:
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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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4,765,282
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278,735
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2,240,164
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5,252,825
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Item
7.01
Regulation
FD Disclosure
On
December 30, 2020, members of the Company’s management team
delivered a presentation at the Annual Meeting. A copy of the
presentation is being furnished as Exhibit 99.1.
As
provided in General Instruction B.2 of Form 8-K, the information in
this Item 7.01 (including Exhibit 99.1) shall not be deemed
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall
it be incorporated by reference into any registration statement or
other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit Number
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Description
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Presentation
at the 2020 Annual Meeting of Shareholder of TOMI Environmental
Solutions, Inc. on December 30, 2020
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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.
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TOMI ENVIRONMENTAL SOLUTIONS, INC.
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Date:
December 31, 2020
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By:
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/s/
Halden S. Shane
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Name: Halden S. Shane
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Title: Chief Executive Officer
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