Intelligent Protection Management Corp. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Section 5 — Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below under Item 5.07 of this Current Report on Form 8-K, on May 8, 2025, at the annual meeting of stockholders (the “Annual Meeting”) of Intelligent Protection Management Corp. (the “Company”), the Company’s stockholders approved the Intelligent Protection Management Corp. 2025 Long-Term Incentive Plan (the “2025 LTIP”). As a result, the 2025 LTIP became effective on May 8, 2025.
A description of the 2025 LTIP was included under the heading “Proposal 5: The Approval of the Intelligent Protection Management Corp. 2025 Long-Term Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 18, 2025 (the “Proxy Statement”). Such description is qualified in its entirety by reference to the full text of the 2025 LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 8, 2025. The voting results on the matters submitted to the Company’s stockholders at the Annual Meeting are set forth below. A more detailed description of each proposal was included in the Proxy Statement.
Proposal 1: Election of (i) Yoram (Rami) Abada, (ii) Kara Jenny, (iii) Jason Katz, (iv) Lance Laifer, (v) Sidney Rabsatt, (vi) John Silberstein and (vii) Barry Sloane to the Company’s Board of Directors (the “Board”), each to serve for a one-year term until the annual meeting of stockholders to be held in 2026.
| Nominee | Votes Cast For | Votes Withheld | Broker Non-Votes | |||||||||
| Yoram (Rami) Abada | 4,999,640 | 49,873 | 650,887 | |||||||||
| Kara Jenny | 4,984,990 | 64,523 | 650,887 | |||||||||
| Jason Katz | 5,024,295 | 25,218 | 650,887 | |||||||||
| Lance Laifer | 4,982,042 | 107,471 | 650,887 | |||||||||
| Sidney Rabsatt | 5,010,740 | 38,773 | 650,887 | |||||||||
| John Silberstein | 4,986,702 | 62,811 | 650,887 | |||||||||
| Barry Sloane | 4,996,095 | 53,418 | 650,887 | |||||||||
Proposal 2: Ratification of the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes Cast For | Votes Cast Against | Abstentions | ||
| 5,665,428 | 19,832 | 15,140 |
Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||
| 4,984,463 | 54,580 | 10,470 | 650,887 |
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Proposal 4: Approval, on an advisory basis, of the frequency of future advisory votes on named executive officer compensation.
| One Year | Two Years | Three Years | Abstentions | |||
| 553,481 | 162,293 | 4,310,735 | 23,004 |
Proposal 5: Approval of the 2025 LTIP.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||
| 4,963,046 | 60,035 | 26,432 | 650,887 |
Proposal 6: Authorization and approval of an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 25,000,000 to 50,000,000.
| Votes Cast For | Votes Cast Against | Abstentions | ||
| 5,623,014 | 73,631 | 3,755 |
Each of the proposals acted upon by the Company’s stockholders at the Annual Meeting received a sufficient number of votes to be approved.
Based on these results and consistent with the Company’s recommendation, the Board has determined that the Company will conduct future advisory votes on the compensation of the Company’s named executive officers every three years. This policy will remain in effect until the next stockholder vote on the frequency of advisory votes on executive compensation, which is expected to occur at the Company’s annual meeting of stockholders to be held in 2031.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Intelligent Protection Management Corp. 2025 Long-Term Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | May 9, 2025 | ||
| INTELLIGENT PROTECTION MANAGEMENT CORP. | |||
| By: | /s/ Jason Katz | ||
| Jason Katz | |||
| Chief Executive Officer | |||
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