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 and Exchange Act
of 1934
Date of Report (Date of earliest event reported): June 11,
2021
RECRUITER.COM GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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001-53641
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90-1505893
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(State or other jurisdictionof incorporation)
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(Commission File Number)
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(IRS EmployerIdentification No.)
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100 Waugh Dr. Suite 300
Houston, Texas 77007
(Address of principal executive offices, including zip
code)
(855) 931-1500
(Registrant’s telephone number, including area
code)
Check
the appropriate box below if the 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
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☐
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Written
communication 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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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None
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None
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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.
On June
11, 2021, Recruiter.com Group Inc., (the “Company”)
held its 2021 Annual Meeting of Stockholders (the “2021
Annual Meeting”). Only stockholders of record as of the close
of business on April 13, 2021 (“Record Date”), were
entitled to vote at the 2021 Annual Meeting.
As of
the Record Date, 7,425,185 shares of common stock (“Common
Stock”) were outstanding and entitled to vote, Series D
Convertible Preferred Stock (“Series D Preferred
Stock”) that equaled 4,529,971
votes, Series E Convertible Preferred Stock (“Series E
Preferred Stock”) that equaled 4,812,677 votes, and Series F Convertible
Preferred Stock (“Series F Preferred Stock”, and
together with the Series D Preferred Stock and Series E Preferred
Stock, the “Preferred Stock”) that equaled 585,600 votes, were entitled to vote at the
2021 Annual Meeting.
Each
share of the Company’s Common Stock represented one vote that
could be voted on each matter that came before the 2021 Annual
Meeting. The holders of Preferred Stock were entitled to vote on
all matters submitted to stockholders of the Company and were
entitled to the number of votes for each share of Preferred Stock
owned as of the Record Date equal to the number of shares of Common
Stock such shares of Preferred Stock were convertible into at such
time, subject to the limitation on the beneficial ownership set
forth in the certificates of designation of the preferred stock of
4.99% or 9.99%, to the extent the 4.99% limitation has been waived
by the holder.
At the
2021 Annual Meeting, 3,610,306 shares of Common Stock, 4,257,158
votes of Series D Preferred Stock, 4,347,451.50 votes of Series E
Preferred Stock, and 445,295.88 votes of Series F Preferred Stock
of the Company were represented and voted, in person or by proxy,
constituting a quorum for the 2021 Annual Meeting (the 12,660,211
votes represented equaled approximately 73% of the outstanding
voting stock).
The
following three proposals, each of which is described in detail in
the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on May 21, 2021, were before the
meeting, and they received the following votes:
Proposal 1: Election of Eight Directors to Serve until the 2022
Annual Meeting. Each nominee was elected by the
Company's stockholders, as recommended by the Company's board of
directors:
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Nominee
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For
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Withheld
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Evan
Sohn
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12,684,238.50
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3
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Miles
Jennings
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12,684,238.50
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3
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Deborah
Leff
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12,684,238.50
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3
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Wallace
D. Ruiz
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12,684,238.50
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3
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Timothy
O’Rourke
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12,684,238.50
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3
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Douglas
Roth
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12,684,238.50
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3
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Robert
Heath
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12,684,238.50
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3
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Steve
Pemberton
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12,684,238.50
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3
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Proposal 2: Ratification of the appointment of Salberg &
Company, P.A. as the Company’s Independent Registered Public
Accounting Firm for the 2021 Fiscal Year. The stockholders ratified the
appointment of Salberg & Company, P.A. as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2021, as recommended by the
Company's board of directors.
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For
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Against
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Abstentions
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12,585,375.50
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3
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98,863.00
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Proposal 3: Approval of
amendment to the Recruiter.com Group, Inc. 2017 Equity Incentive
Plan to increase the number of authorized shares under the
plan.
The stockholders approved
an amendment to the Recruiter.com Group, Inc. 2017 Equity
Incentive Plan to increase the number of authorized shares under
the plan, as recommended by the Company's board of
directors.
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For
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Against
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Abstentions
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12,567,991.50
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33,011.00
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83,239.00
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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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RECRUITER.COM
GROUP, INC.
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Dated:
June 21, 2021
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By:
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/s/
Evan Sohn
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Evan
Sohn
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Chief
Executive Officer
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