WidePoint Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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):  July 18, 2025

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Registrant’s telephone number, including area code: (703) 349-2577

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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:

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.     ☐

Item 5.02(e): Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 18, 2025, the stockholders of WidePoint Corporation (the “Company”) approved an amendment and restatement of the WidePoint Omnibus Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance by one million shares (1,100,000). The Plan was filed as Appendix A to the Company’s definitive proxy statement filed June 3, 2025 and the terms thereof are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 18, 2025, the Company held an annual meeting of its stockholders to vote on the following proposals:

Proposal One: The board of directors nominated one director nominee as a Class I director to serve for a three-year period until the Annual Meeting of Stockholders in the year 2028. In accordance with the voting results listed below, the director nominee was elected to the board of directors.

Proposal Two: The board of directors selected the accounting firm of Moss Adams LLP following its business combination with Baker Tilly as independent accountants for the Company for the fiscal year ending December 31, 2025. The board of directors directed that the appointment of the independent accountants be submitted for ratification by the stockholders at the annual meeting. Therefore, in accordance with the voting results listed below, the appointment of Baker Tilly was ratified by the stockholders to serve as the independent registered public accountants for the Company for the current fiscal year ending December 31, 2025.

Proposal Three: To approve an amendment and restatement of the Plan to increase the number of shares authorized to be issued by 1.1 million shares. In accordance with the voting results listed below, the amended and restated Plan was approved.

Proposal Four: In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company asked stockholders to approve an advisory resolution on executive compensation, commonly referred to as “say on pay”. In accordance with the voting results listed below, the advisory resolution on executive compensation was approved.

Proposal Five: Pursuant to Section 14A of the Exchange Act, stockholders were asked to vote on whether future advisory votes on executive compensation of the nature reflected in Proposal No. 2 should occur every year, every 2 years or every 3 years. In accordance with the voting results listed below, the stockholders recommended an advisory vote on compensation every three years. As a result, the Company will have an advisory vote on executive compensation every three years.

Item 9.01(d) Financial Statements and Exhibits.

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.