Intellicheck Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Computer Software: Prepackaged Software
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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): May 7, 2025
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 7, 2025, Intellicheck, Inc. (the “Company”) held its Annual Stockholders Meeting (the “Annual Meeting”) virtually at https://www.cstproxy.com/intellicheck/2025.
At the Annual Meeting, the Company’s stockholders: (i) approved the Company’s 2025 Omnibus Incentive Plan; (ii) elected Dondi Black, Gregory Braca, Dylan Glenn, Bryan Lewis, Guy L. Smith and David E. Ullman to serve as directors for one-year terms or until their respective successors have been duly elected and qualified; (iii) ratified the appointment of Forvis Mazars, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025; (iv) approved the advisory vote to approve the compensation of our named executive officers and (v) approved the frequency of future advisory votes to approve of executive compensation for one year.
The following tables show the number of votes cast for or against and the number of abstentions with respect to each matter, as applicable:
1.To approve the Company’s 2025 Omnibus Incentive Plan.
For | Against | Abstain | Broker Non-Vote | ||||||||
| 9,603,068 | 596,319 | 29,365 | 4,990,625 | ||||||||
2.Election of Directors:
For | Withhold | Broker Non-Vote | |||||||||
(1) Dondi Black | 9,644,962 | 583,790 | 4,990,625 | ||||||||
(2) Gregory Braca | 9,750,392 | 478,360 | 4,990,625 | ||||||||
(3) Dylan Glenn | 9,750,392 | 478,360 | 4,990,625 | ||||||||
(4) Bryan Lewis | 9,750,593 | 478,159 | 4,990,625 | ||||||||
(5) Guy L. Smith | 9,794,729 | 434,023 | 4,990,625 | ||||||||
(6) David E. Ullman | 9,750,593 | 478,159 | 4,990,625 | ||||||||
3.Ratify the appointment of Forvis Mazars, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025.
For | Against | Abstain | ||||||
| 14,559,484 | 623,059 | 36,834 | ||||||
4.Advisory vote to approve the compensation of our named executive officers.
For | Against | Abstain | Broker Non-Vote | ||||||||
| 9,564,105 | 645,586 | 19,061 | 4,990,625 | ||||||||
5.Advisory vote to approve the frequency of future advisory votes to approve of executive compensation.
Three Years | Two Years | One Year | Abstain | Broker Non-Vote | ||||||||||
| 1,907,694 | 1,014,591 | 7,279,402 | 27,065 | 4,990,625 | ||||||||||
Based on the foregoing, the Company will hold advisory votes to approve executive compensation on an annual basis.
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.
| Dated: May 9, 2025 | INTELLICHECK, INC. | |||||||
| By: | /s/ Adam Sragovicz | |||||||
| Name: | Adam Sragovicz | |||||||
| Title: | Chief Financial Officer | |||||||