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 June 4, 2024, 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 2025 and until their successors are duly elected and qualified, or until the director’s earlier death, resignation or removal.
| Director Nominee | Votes For | Authority Withheld | Broker Non-Votes | |||
| Marshall Geller | 4,802,930 | 37,611 | 1,421,064 | |||
| Howard Goldberg | 3,474,782 | 1,365,759 | 1,421,064 | |||
| Scott Greenberg | 4,760,351 | 80,190 | 1,421,064 | |||
| Arthur Laffer | 4,571,165 | 269,376 | 1,421,064 | |||
| Adam H. Stedham | 4,499,266 | 341,275 | 1,421,064 | |||
| David Edmonds | 4,567,112 | 273,429 | ||||
Proposal 2. The Company’s stockholders approved, on a non-advisory basis, the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 4,738,182 | 39,985 | 62,374 | 1,421,064 |
Proposal 3. The Company’s stockholders determined, on a non-binding advisory basis, that future advisory votes on the compensation of the Company’s named executive officers shall be held every year.
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Votes For 1 Year |
Votes For 2 Years |
Votes For 3 Years |
Votes Abstained | Broker Non-Votes | ||||
| 4,569,322 | 5,934 | 172,285 | 93,000 | 1,421,064 |
Proposal 4. The Company’s stockholders approved the Third Amendment to the VerifyMe, Inc. 2020 Equity Incentive Plan.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 3,548,840 | 1,235,712 | 55,989 | 1,421,064 |
Proposal 5. 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, 2024.
| Votes For | Votes Against | Votes Abstained | ||
| 6,218,352 | 5,530 | 37,723 |
As indicated above, at the 2024 annual meeting, the Company’s stockholders voted, on an advisory basis, for “1 Year” as their preferred frequency for conducting future advisory votes on executive compensation. As a result of the voting preference of the Company’s stockholders on this proposal and a resolution of the Board of Directors to utilize the frequency that received the highest number of votes cast, the Company will conduct an advisory vote on the compensation of its named executive officers every year. The next required advisory vote on the frequency of future advisory votes on executive compensation will take place no later than the 2030 annual meeting of stockholders.
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: June 5, 2024 | By: | /s/ Adam Stedham | |
| Adam Stedham | |||
| Chief Executive Officer and President | |||