VerifyMe Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of stockholders of VerifyMe, Inc. (the “Company”) held on October 8, 2025, the Company’s stockholders voted on the matters described below.
| Proposal 1. | The Company’s stockholders elected the following nominees as directors, each to serve for a one-year term expiring in 2026 and until their successors are duly elected and qualified, or until the director’s earlier death, resignation or removal.(1) |
| Director Nominee | Votes For | Authority Withheld | Broker Non-Votes | |||
| Marshall Geller | 4,054,219 | 172,325 | 1,807,199 | |||
| Howard Goldberg | 3,771,002 | 455,542 | 1,807,199 | |||
| Scott Greenberg | 4,059,509 | 167,035 | 1,807,199 | |||
| Adam H. Stedham | 4,054,245 | 172,299 | 1,807,199 | |||
| David Edmonds | 3,497,618 | 728,926 | 1,807,199 |
(1) Arthur Laffer was previously nominated for election as a director at the annual meeting but withdrew himself as a nominee in connection with his resignation as a director, effective September 24, 2025. The Company’s Board of Directors did not nominate a substitute director nominee for election at the annual meeting and, accordingly, all shares represented at the annual meeting by valid proxies that were voted in favor of Dr. Laffer were disregarded.
| Proposal 2. | The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 3,933,784 | 221,437 | 71,323 | 1,807,199 |
| Proposal 3. | The Company’s stockholders ratified the selection of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| Votes For | Votes Against | Votes Abstained | ||
| 5,961,629 | 48,212 | 23,902 |
| Proposal 4. | The Company’s stockholders authorized the Board of Directors to effect, in its discretion, a reverse stock split of the outstanding and treasury shares of the Company’s common stock at a ratio ranging from 1-for-2 to 1-for 10, to be determined by the Board of Directors, without any corresponding change in the number of authorized shares of the Company’s common stock and approved a corresponding amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to effect the reverse stock split. |
| Votes For | Votes Against | Votes Abstained | ||
| 5,012,418 | 367,957 | 653,368 |
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.
| VerifyMe, Inc. | |||
| Date: October 8, 2025 | By: | /s/ Adam Stedham | |
| Adam Stedham | |||
| Chief Executive Officer and President | |||