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 16,
2021
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
2021 Annual Meeting of Stockholders (“Annual Meeting”) of AutoWeb, Inc.
(“Company”) was
held on June 16, 2021, at the principal executive office of the
Company. A total of 10,816,727 shares of the Company’s Common
Stock, par value $0.001 per share, were present or represented by
proxy at the Annual Meeting, representing 80.3% of the
Company’s shares outstanding as of April 22, 2021, the record
date for the Annual Meeting.
Set
forth below are brief descriptions of each of the three 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 II Directors under Proposal 1 and approved both
Proposals 2 and 3.
Proposal 1.
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Election
of three Class II Directors of the Company to hold office until the
2024 Annual Meeting of Stockholders and until the election and
qualification of such directors’ successors:
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Director Nominees
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Votes For
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Votes Withheld
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Broker Non-Votes
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Michael
A. Carpenter
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6,223,762
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1,718,282
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2,874,683
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Mark N.
Kaplan
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6,209,414
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1,732,630
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2,874,683
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Jose
Vargas
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7,234,710
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707,334
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2,874,683
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Proposal 2.
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Advisory vote on the compensation of the Company’s named
executive officers (“Say-On-Pay”):
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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6,215,764
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1,702,826
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23,454
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2,874,683
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Proposal 3.
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Ratification
of the appointment of Moss Adams LLP as the Company’s
independent registered public accounting firm for
2021:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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9,479,818
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49,684
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1,287,225
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N/A
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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 17, 2021
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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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