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    Tucows Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/22/25 5:05:01 PM ET
    $TCX
    EDP Services
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    tcx20250522_8k.htm
    false 0000909494 0000909494 2025-05-20 2025-05-20
     
    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 20, 2025
     
     
    TUCOWS INC
    (Exact Name of Registrant Specified in Charter)
     
    Pennsylvania
    0-28284
    23-2707366
    (State or Other
    (Commission File
    (IRS Employer
    Jurisdiction of
    Number)
    Identification No.)
    Incorporation)
       
     
    96 Mowat Avenue, Toronto, Ontario, Canada
     
    M6K 3M1
    (Address of Principal Executive Offices)
     
    (Zip Code)
     
    Registrant’s telephone number, including area code: (416) 535-0123
     
    Not Applicable
     
    (Former Name or Former Address, if Changed Since Last Report)
     
    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:
     
    ☐
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
    ☐
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
    ☐
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
    ☐
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
    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. ☐
     
    Securities registered pursuant to Section 12(b) of the Exchange Act:
     
    Title of each class
     
    Trading Symbol(s)
     
    Name of each exchange on which registered
    Common Stock
     
    TCX
     
    NASDAQ
     
     

     
     
    Item 5.07.               Submission of Matters to a Vote of Security Holders.
     
    Tucows Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 20, 2025. The following matters, all of which were set forth in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 10, 2025, were voted on at the Annual Meeting. The results of such voting are as indicated below.
     
    Proposal 1. Election of Directors
     
    The Company’s shareholders voted upon and elected the following nominees to serve on the Company’s Board of Directors for a term of one year expiring at the 2026 Annual Meeting of Shareholders.
     
    Nominee for Director
     
    Votes For
     
    Authority Withheld
    Marlene Carl
     
    6,253,024
     
    720,089
    Lee Matheson
     
    6,537,189
     
    435,924
    Sandra Matz
     
    6,568,650
     
    404,463
    Laurenz Malte Nienaber
     
    6,586,317
     
    386,796
    Elliot Noss
     
    6,009,694
     
    963,419
    Allen Taylor
     
    6,587,059
     
    386,054
    Jeffrey Tory
     
    6,587,059
     
    386,054
    Stephen Uhrenbacher
     
    6,587,203
     
    385,910
     
    There were 558,260 broker non-votes with respect to the election of directors.
     
     
    Proposal 2. Ratification of Appointment of Independent Auditors
     
    The Company’s shareholders voted upon and ratified the appointment of Deloitte LLP as the independent auditors of the Company and its subsidiaries for the fiscal year ending December 31, 2025
     
    For
     
    Against
     
    Abstain
     
    7,515,484
     
    7,419
     
    8,470
     
     
     

     
     
    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.
     
     
    TUCOWS INC.
     
           
     
    By:
    /s/ Ivan Ivanov
     
       
    Ivan Ivanov
    Chief Financial Officer
     
    Dated: May 22, 2025
     
     
     
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