UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 28, 2024, Identiv, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The final results for each of the matters submitted to the stockholders at the Company’s Annual Meeting are as follows:
1. The sale of the Company’s physical security, access card and identity reader operations and assets, including all outstanding shares of Identiv Private Limited, the Company’s wholly-owned subsidiary (the “Physical Security Business”), to Hawk Acquisition, Inc., a Delaware corporation (“Buyer”) and a wholly-owned subsidiary of Vitaprotech SAS, a French société par actions simplifiée and provider of security solutions, in exchange for $145.0 million in cash, subject to customary adjustments, and the assumption by Buyer of certain liabilities related to the Physical Security Business (collectively, the “Asset Sale”), was approved. The votes were as follows (including the Series B Preferred Stock voting on an as-converted basis):
| For | Against | Abstain | Broker Non-Votes | |||
| 20,957,319 | 811,195 | 10,010 | 4,358,105 |
2. Certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Asset Sale was approved, on a non-binding advisory basis. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 11,965,471 | 3,071,114 | 13,205 | 4,358,105 |
3. The following Class III director nominees were elected to each serve for a three-year term ending at the annual meeting of stockholders in 2027 or until their successors have been duly elected and qualified or until they resign or are removed. The votes were as follows:
| For | Withheld | Broker Non-Votes | ||||
| Gary Kremen |
5,196,514 | 9,853,276 | 4,358,105 | |||
| Richard E Kuntz, M.D. |
13,097,946 | 1,951,844 | 4,358,105 |
4. The amendment to the Company’s 2011 Incentive Compensation Plan to increase the number of authorized shares of common stock available for issuance thereunder by 1,500,000 shares and to extend the plan through 2034 was approved. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 8,704,232 | 5,096,441 | 1,249,117 | 4,358,105 |
5. The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 13,337,293 | 1,671,791 | 40,706 | 4,358,105 |
6. A frequency of one year for holding an advisory vote on named executive officer compensation was approved, on a non-binding advisory basis. The votes were as follows:
| 1 Year | 2 Years | 3 Years | Abstain | |||
| 14,495,067 | 102,837 | 378,783 | 73,103 |
7. The appointment of BPM LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 was ratified. The votes were as follows:
| For | Against | Abstain | ||
| 19,349,780 | 14,887 | 43,228 |
8. The adjournment of the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Annual Meeting to approve the Asset Sale was approved; however, as there were sufficient votes to approve the Asset Sale at the time of the Annual Meeting, adjournment of the Annual Meeting was not necessary. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 14,109,880 | 907,724 | 32,186 | 4,358,105 |
In accordance with the results of the advisory vote in 6, above, the Board of Directors of the Company has decided to hold a non-binding advisory vote on the compensation of the Company’s named executive officers every year, until the next non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. An advisory vote on the frequency of future advisory votes on the compensation paid to the Company’s named executive officers is required to be held at least once every six years.
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.
| Identiv, Inc. | ||||||
| July 2, 2024 | By: | /s/ Justin Scarpulla | ||||
| Justin Scarpulla Chief Financial Officer | ||||||