IZEA Worldwide Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 12, 2024
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant's telephone number, including area code: (407 ) 674-6911
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:
Securities registered pursuant to Section 12(b) of the Act:
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The | ||||||||||||||
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the December 12, 2024 Annual Meeting of Stockholders, holders of common stock were asked to consider and vote upon the:
1.election of seven directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified;
2.approval of an amendment to IZEA's Amended and Restated 2011 Equity Incentive Plan to, among other things, increase the number of shares of common stock authorized for issuance thereunder by 700,000 and to reflect emerging best practices;
3.ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
4.approval, on a non-binding advisory basis, the compensation paid to IZEA's named executive officers (commonly known as "say-on-pay");
PROPOSAL 1
Stockholders voted with respect to election of each of the nominees for director identified in the proxy statement as follows:
| Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Antonio Bonchristiano | 6,224,062 | 300,982 | 3,893,696 | ||||||||
| Rodrigo Boscolo | 6,288,761 | 236,283 | 3,893,696 | ||||||||
| Brian W. Brady | 5,891,813 | 633,231 | 3,893,696 | ||||||||
| John H. Caron | 6,401,092 | 123,952 | 3,893,696 | ||||||||
| Lindsay A. Gardner | 5,732,755 | 792,289 | 3,893,696 | ||||||||
| Daniel R. Rua | 5,405,385 | 1,119,659 | 3,893,696 | ||||||||
| Patrick J. Venetucci | 6,422,697 | 102,347 | 3,893,696 | ||||||||
As a result of this vote, each of Mr. Bonchristiano, Mr. Boscolo, Mr. Brady, Mr. Caron, Mr. Gardner, Mr. Rua, and Mr. Venetucci was elected as a director to serve until the 2025 annual meeting of stockholders and until his successor is duly elected and qualified.
PROPOSAL 2
Stockholders voted to amend and restate IZEA's Amended and Restated 2011 Equity Incentive Plan as follows:
| For | Against | Abstained | Broker Non-Votes | ||||||||
| 5,615,433 | 867,211 | 42,400 | 3,893,696 | ||||||||
PROPOSAL 3
Stockholders voted to ratify the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2024, as follows:
| For | Against | Abstained | ||||||
| 9,887,190 | 15,468 | 516,082 | ||||||
PROPOSAL 4
Stockholders voted on a non-binding, advisory basis, with respect to compensation paid to our named executive officers as described in the executive compensation table set forth in the Proxy Statement for the Meeting as follows:
| For | Against | Abstained | Broker Non-Votes | ||||||||
| 6,104,174 | 282,025 | 138,845 | 3,893,696 | ||||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | ||||
10.1 | |||||
SIGNATURE
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.
| IZEA WORLDWIDE, INC. | ||||||||
| Date: December 16, 2024 | By:/s/ Patrick J. Venetucci Patrick J. Venetucci Chief Executive Officer | |||||||