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 21,
2018
AutoWeb, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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1-34761
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33-0711569
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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18872
MacArthur Boulevard, Suite 200,
Irvine, California
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92612-1400
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number, including area code (949)
225-4500
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))
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
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☐
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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.
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☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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At the
2018 Annual Meeting of Stockholders held on June 21, 2018
(“Annual
Meeting”), the stockholders of AutoWeb, Inc., a
Delaware corporation (“Company” or “AutoWeb”), approved the AutoWeb,
Inc. 2018 Equity Incentive Plan (“Plan”). The Company’s Board
of Directors (“Board”) had previously adopted the
Plan on April 12, 2018, conditioned upon approval of the Plan by
the Company’s stockholders at the Annual
Meeting.
The
total number of shares of the Company’s common stock, par
value $0.001 per share (“Common Stock”), that may be issued
under the Plan, subject to adjustment, is 2,003,758. The Company
may grant options, stock appreciation rights, restricted stock
awards, restricted stock unit awards and performance awards under
the Plan. Options granted may be either “incentive stock
options” as defined in Section 422 of the Internal Revenue
Code, or nonstatutory stock options. Awards may be granted under
the Plan to any employee or officer of AutoWeb or its subsidiaries,
consultant or advisor (subject to meeting conditions specified in
the Plan) who is a natural person and provides services to the
Company or a subsidiary, or non-employee member of the Board. The
Plan was approved by the Company’s stockholders at the
Company’s 2018 Annual Meeting of Stockholders
(“Annual
Meeting”) held on June 21, 2018.
The
foregoing description of the Plan does not purport to be complete
and is qualified in its entirety by reference to the summary of the
Plan contained in the Company’s Definitive Proxy Statement,
filed with the Securities and Exchange Commission on April 27, 2018
in connection with the Annual Meeting, and by the full text of the
Plan, which is filed with this Current Report on Form 8-K as
Exhibit 10.1 and incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting
was held on June 21, 2018 at the corporate offices of the Company.
A total of 11,492,381 shares of the Common Stock were present or
represented by proxy at the Annual Meeting, representing 89.11% of
the Company’s shares outstanding as of April 27, 2018, the
Annual Meeting’s record date.
Set
forth below are brief descriptions of each of the three proposals
voted upon by stockholders at the Annual Meeting and the final
voting results for each such proposal.
Proposal 1.
Election of three
Class II Directors of the Company to hold office until the 2021
Annual Meeting of Stockholders and until the election and
qualification of such directors’ successors.
Director Nominees
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For
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Withheld
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Broker Non-Votes
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Michael
A. Carpenter
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8,018,404
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421,498
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3,052,479
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Mark N.
Kaplan
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7,845,803
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594,099
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3,052,479
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Jose
Vargas
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7,738,291
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701,611
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3,052,479
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Proposal 2.
Approval of the
AutoWeb, Inc. 2018 Equity Incentive Plan.
For
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Against
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Abstain
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Broker Non-Votes
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7,465,471
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842,252
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132,179
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3,052,479
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Proposal 3.
Ratification of the
appointment of Moss Adams LLP as AutoWeb’s independent
registered public accounting firm for 2018.
For
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Against
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Abstain
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Broker Non-Votes
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11,324,678
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44,053
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123,650
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N/A
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Item 9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
10.1 AutoWeb,
Inc. 2018 Equity Incentive Plan
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:
June 27, 2018
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AUTOWEB,
INC.
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By:
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/s/ Glenn E.
Fuller
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Glenn
E. Fuller, Executive Vice President,
Chief
Legal and Administrative Officer and
Secretary
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