UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 24, 2024 (
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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2024, LogicMark, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the five proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the Definitive Proxy Statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 26, 2024 (the “Proxy Statement”).
As of the close of business on April 10, 2024, the record date (the “Record Date”) for the Annual Meeting, 2,196,612 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), were issued, outstanding and entitled to vote, 10 shares of the Company’s Series C Non-Convertible Voting Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), were issued, outstanding and entitled to vote, held by one record holder, and 106,333 shares of the Company’s Series F Convertible Preferred Stock, par value $0.0001 per share (the “Series F Preferred Stock”), were issued, outstanding and entitled to vote, held by one record holder. Holders of shares of Common Stock and the holder of the shares of Series C Preferred Stock were entitled to one vote per share for each share of Common Stock and/or share of Series C Preferred Stock held by them. The holder of shares of Series F Preferred Stock was entitled to vote on an as-converted to Common Stock basis, entitling such holder to 2,040 votes for the 106,333 shares of Series F Preferred Stock held by such holder. Stockholders holding an aggregate of 993,769 votes were present at the Annual Meeting, in person or represented by proxy, which number constituted a quorum.
Proposal 1 – The five (5) nominees named in the Proxy Statement were elected at the Annual Meeting to serve as the Company’s directors until the Company’s 2025 Annual Meeting of Stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal. The final voting results with respect to the election of each such nominee were as follows:
| Nominee | For | Withheld | ||||||
| Chia-Lin Simmons | 316,001 | 53,272 | ||||||
| Robert Curtis | 315,974 | 53,299 | ||||||
| John Pettitt | 316,540 | 52,733 | ||||||
| Barbara Gutierrez | 314,476 | 54,797 | ||||||
| Carine Schneider | 314,392 | 54,881 | ||||||
There were 624,496 broker non-votes with respect to each such nominee for the first proposal.
Proposal 2 – 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 by the Company’s stockholders. The final voting results were as follows:
| For | Against | Abstain | |||
| 892,914 | 98,590 | 2,265 |
Proposal 3 – The non-binding advisory resolution on the compensation paid to the Company’s named executive officers was approved by the Company’s stockholders. The final voting results were as follows:
| For | Against | Abstain | |||
| 273,317 | 65,549 | 30,407 |
There were 624,496 broker non-votes with respect to the third proposal.
Proposal 4 – Three years has been selected by the Company’s stockholders as the frequency of the stockholder vote on the non-binding advisory resolution on the compensation of the Company’s named executive officers. The final voting results were as follows:
| One Year | Two Years | Three Years | Abstain | |||||||||||
| 66,211 | 6,342 | 235,010 | 61,710 | |||||||||||
There were 624,496 broker non-votes with respect to the fourth proposal.
Proposal 5 – The issuance of 20% or more of the Company’s outstanding shares of Common Stock upon exercise of the Company’s Series A-2 common stock purchase warrants and Series B-2 common stock purchase warrants, issued to certain holders (each, a “Holder”) pursuant to certain inducement agreements, dated as of November 21, 2024, by and between the Company and each Holder, was approved by the Company’s stockholders. The final voting results were as follows:
| For | Against | Abstain | |||
| 301,129 | 62,145 | 5,999 |
There were 624,496 broker non-votes with respect to the fifth proposal.
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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.
| Date: May 24, 2024 | LogicMark, Inc. | ||
| By: | /s/ Mark Archer | ||
| Name: | Mark Archer | ||
| Title: | Chief Financial Officer | ||
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