UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 22, 2021
WRAP
TECHNOLOGIES, INC.
(Exact
name of Registrant as specified in its Charter)
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Delaware
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001-38750
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98-0551945
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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1817 W
4th
Street, Tempe, Arizona 85281
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(Address
of principal executive offices)
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(800)
583-2652
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former
name or 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:
☐ 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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Trading Symbol(s)
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Name of each exchange on which
registered
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Common
Stock, par value $0.0001 per share
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WRAP
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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 (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 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On June 22, 2021, Scot
Cohen resigned as Executive Chairman of the Board of Directors of
Wrap Technologies, Inc. (the “Company”).
Mr. Cohen will remain a director of the Company. Following Mr.
Cohen’s resignation, Patrick Kinsella, a current member of
the Board of Directors, was elected as Chairman of the Board of
Directors to serve in that capacity until his successor is elected
by the Board, or his earlier resignation.
Mr. Kinsella meets the “independent
director” standards, as defined in The Nasdaq Stock Market
LLC Listing Rule 5605. The election of an independent director to
the Board to replace Mr. Cohen was required pursuant to that
certain Cooperation Agreement (the “Agreement”), dated March 4, 2021, by and between the
Company and Elwood G. Norris and certain of his affiliates. For
more information regarding the Agreement, see the Company’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 9, 2021. As a result of the election of Mr.
Kinsella, the Board eliminated the position of Lead Independent
Director previously held by Wayne Walker.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On June 22, 2021, the
Company held its annual meeting of stockholders (the
“Annual
Meeting”). The
matters voted upon at the Annual Meeting and the results of the
voting are set forth below.
Proposal No. 1 - Election of Directors
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For
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Withheld
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Scot
Cohen
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15,880,756
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3,863,377
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Thomas P.
Smith
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19,614,204
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129,929
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Patrick
Kinsella
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19,052,900
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691,233
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Michael
Parris
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15,865,723
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3,878,410
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Wayne
Walker
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15,790,512
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3,953,621
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Kimberly
Sentovich
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19,558,094
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186,039
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Kevin
Sherman
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19,593,083
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151,050
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TJ
Kennedy
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19,597,697
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146,436
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Jeffrey
Kukowski
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19,601,490
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142,643
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The
Company’s directors are elected by a plurality of the votes
cast. Stockholders elected Scot Cohen, Patrick Kinsella, Thomas P.
Smith, Michael Parris, Kimberly Sentovich, Kevin Sherman, TJ
Kennedy, Jeffrey Kukowski and Wayne Walker to serve on the Board of
Directors until the 2022 annual meeting of stockholders, or until
their successors are duly elected and qualified.
Proposal No. 2 – Approval of an Amendment to the
Company’s 2017 Equity Compensation Plan
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For
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Against
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Abstain
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17,419,763
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1,609,499
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715,370
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The
vote required to approve this proposal was the affirmative vote of
a majority of the votes cast on the proposal. Accordingly, the
amendment to increase the number of authorized shares issuable
under the Company’s 2017 Equity Compensation Plan from 6.0
million to 7.5 million was approved.
Proposal No. 3 - Ratification of Rosenberg Rich Baker Berman, P.A.
as the Company’s Independent Auditors for the Fiscal Year
Ended December 31, 2021.
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For
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Against
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Abstain
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27,995,262
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117,016
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763,069
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The
vote required to approve this proposal was the affirmative vote of
a majority of the votes cast on the proposal. Accordingly,
stockholders ratified the appointment of Rosenberg Rich Baker
Berman, P.A. as the Company’s independent auditors for the
fiscal year ending December 31, 2021.
For
more information about the foregoing proposals, please review the
Company’s definitive proxy statement, filed with the
Securities and Exchange Commission on April 30, 2021.
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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WRAP TECHNOLOGIES, INC.
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Date:
June 23, 2021
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By:
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/s/
James A. Barnes
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James
A. Barnes
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Chief
Financial Officer, Treasurer and Secretary
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