Attached files
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| EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - Crexendo, Inc. | cxdo_ex31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 21,
2021
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Crexendo, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Nevada
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001-32277
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87-0591719
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(State or Other Jurisdictionof Incorporation)
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(CommissionFile Number)
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(IRS EmployerIdentification No.)
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1615 S. 52nd Street, Tempe, AZ
85281
(Address of Principal Executive Offices) (Zip Code)
(602) 714-8500
(Registrant’s Telephone Number, Including Area
Code)
Not applicable.
(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))
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May
24, 2021, the Board of Directors of Crexendo,
Inc. (the “Company”) confirmed and
adopted the
Crexendo, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) which was approved at
the Annual Meeting of Stockholders held on, May 17, 2021 (the
“Annual
Meeting”). The terms of the 2021 Plan provide for the
grant of incentive stock options; stock options; stock appreciation
rights; restricted stock awards; restricted stock unit awards;
performance stock awards; and other stock awards. Eligible
participants under the 2021 Plan include the Company’s
employees (including the Company’s executive officers),
directors, and consultants.
A more
detailed summary of the material features of the 2021 Plan,
including the terms of awards that may be granted thereunder, is
set forth in the Company’s definitive proxy statement for the
Annual Meeting filed with the Securities and Exchange Commission on
April 26, 2021 (the “Proxy
Statement”). That summary and the foregoing
description are qualified in their entirety by reference to the
text of the 2021 Plan, a copy of which is incorporated by reference
as Exhibit 10.1 hereto.
Item 5.03. Amendments to Articles of Incorporation or
Bylaws.
At the
Annual Meeting, the Company’s stockholders approved and
adopted the Certificate of Amendment (the “Certificate of
Amendment”), of the Company’s Amended and Restated
Certificate of Incorporation, as amended, to increase the total
number of authorized shares of the Company’s common stock
from 25,000,000 to 50,000,000; and. The amendment was effected by
filing the Certificate of Amendment with the Secretary of State of
the State of Nevada on May 21, 2021.
A copy
of the Certificate of Amendment is attached as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated into this Item 5.03
by reference.
(d) Exhibits
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Exhibit
No.
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Description
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Amendment to the
Amended and Restated Certificate of Incorporation of Crexendo,
Inc.
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10.1
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2021 Equity
Incentive Plan and forms of agreement thereunder, previously filed
as Annex “B” to the Company’s definitive proxy
statement for the Annual Meeting filed with the Securities and
Exchange Commission on April 26, 2021 and incorporated by reference
herein.
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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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Crexendo,
Inc.
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Date: May 24,
2021
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By:
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/s/ Ronald Vincent
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Ronald
Vincent
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Chief Financial
Officer
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