AvePoint Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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Date of Report (Date of earliest event reported): May 9, 2024 (May 7, 2024)

 

 

 

Registrant’s telephone number, including area code: (201) 793-1111

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 ☐

 

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. ☐

 

 

 

On May 7, 2024, AvePoint, Inc., a Delaware corporation, (the “Company”) held its 2024 annual meeting of stockholders (the “Meeting”). The Company filed its proxy statement related to the Meeting (the “Proxy Statement”) on March 19, 2024, in which the time, location, and procedures of the Meeting were disclosed, as well as the matters to be voted on at the Meeting, the mechanisms by which voting and quorum would be calculated, and the number of votes necessary to approve such matters.

 

At the Meeting, stockholders considered and approved, among other things, Proposal 5 - Adoption of the Third Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Exculpation of Officers (the “Charter Proposal”), which is described in greater detail in the Proxy Statement.

 

The Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), which became effective upon filling with the Secretary of State of the State of Delaware on May 7, 2024, includes the amendment proposed in the Charter Proposal.

 

A copy of the Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. 

 

 

At the Meeting, stockholders (i) re-elected two directors, Xunkai Gong and Jeff Teper, to serve as Class III directors on the Company’s board of directors (the “Board”) until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified, (ii) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, (iii) voted for future votes on the compensation of the Company's named executive officers to occur annually, (vi) ratified the selection by the Board's audit committee of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the 2024 fiscal year, and (v) approved the adoption of the Third Amended and Restated Certificate of Incorporation, as discussed above in Item 5.03.

 

 

Set forth below are the final voting results for each of the proposals:

 

 

 

 

 

 

 

Based on the voting results for this proposal, the Company has elected at this time to hold future advisory votes on executive compensation on an annual basis, until the next stockholder advisory vote on the frequency of executive compensation.

 

 

 

 

 

 

 

 

 

 

 

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.