AudioEye Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 23, 2025, AudioEye, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) online via live webcast. At the Annual Meeting, the Company’s stockholders voted on the four proposals described below. The proposals presented at the Annual Meeting are described in detail in the Company’s definitive proxy statement for its Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 10, 2025.
As of the record date for the Annual Meeting there were 12,426,539 shares of the Company’s common stock issued, constituting all of the outstanding voting securities of the Company. At the Annual Meeting, shares with the voting power of 9,477,241 shares of common stock, or 76.3% of the total voting power of the Company’s outstanding common stock entitled to vote, were represented by proxy.
The final results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1 – Election of Directors.
| Votes For | Withheld | Broker Non-Votes | ||||
| Dr. Katherine Fleming | 7,507,147 | 160,692 | 1,809,402 | |||
| James B. Hawkins | 7,601,446 | 66,393 | 1,809,402 | |||
| David Moradi | 7,598,387 | 69,452 | 1,809,402 | |||
| Jamil Tahir | 7,487,380 | 180,459 | 1,809,402 |
Proposal 2 – To approve the 2024 compensation of the Company’s named executive officers on an advisory (non-binding) basis.
| For | Against | Abstain | Broker Non-Votes | |||
| 7,414,791 | 237,146 | 15,902 | 1,809,402 |
Proposal 3 – To vote on the frequency of future advisory votes on executive compensation on an advisory (non-binding) basis.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 7,590,077 | 20,446 | 53,419 | 3,897 | 1,809,402 |
Based on these results, and consistent with the Board of Director’s recommendation, the Company will hold future advisory votes to approve the compensation of the Company’s named executive officers every year, until the next required vote on the frequency of future advisory votes on executive compensation.
Proposal 4 – To ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstain | ||||
| 9,359,084 | 52,622 | 65,535 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| May 28, 2025 | AudioEye, Inc. | |
| (Registrant) | ||
| By: | /s/ Kelly Georgevich | |
| Name: | Kelly Georgevich | |
| Title: | Chief Financial Officer | |