8-K

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): June 7, 2024

AWARE, INC.

(Exact name of registrant as specified in its charter)

    Massachusetts

    000-21129

    04-2911026

    (State or other jurisdiction
of incorporation)

    (Commission
File Number)

    (IRS Employer
Identification No.)

   

76 Blanchard Road, Burlington, MA, 01803

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (781) 687-0300

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))

Securities registered pursuant to Section 12(b) of the Act:

    Title of Each Class
 
    Trading
Symbol
 
    Name of Each Exchange
on Which Registered

    Common Stock, par value $.01 per share

    AWRE

    The Nasdaq Global Market

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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 7, 2024 we held our Annual Meeting. A total of 21,084,964 shares of our common stock were outstanding as of April 12, 2024, the record date for the Annual Meeting.

At the Annual Meeting, our shareholders voted (i) to re-elect Brian D. Connolly and Gary Evee as our Class I directors for three-year terms, (ii) to approve an advisory proposal on the compensation of our named executive officers, (iii) to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.

1. Election of Class II Directors.


Nominee	For	Withheld	Broker Non-Votes
Brian D. Connolly	7,858,012	4,387,738	3,548,847
Gary Evee	8,017,314	4,228,436	3,323,831

2. To approve, on an advisory basis, the compensation of our named executive officers.


For	Against	Abstain	Broker Non-Votes
9,741,082	2,151,309	353,359	3,548,847

3. To ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024


For	Against	Abstain	Broker Non-Votes
14,832,050	910,770	51,777	0

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, thereunto duly authorized.


	AWARE, INC.

Dated: June 11, 2024	By:	/s/ David K. Traverse
		David K. Traverse
		Chief Financial Officer