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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
 
March 10, 2023
Date of Report (Date of earliest event reported)
 
Sonic Foundry, Inc.
(Exact name of registrant as specified in its charter)
 
 
Maryland
(State or other jurisdiction
of incorporation)
  
000-30407
(Commission
File Number)
  
39-1783372
(IRS Employer
Identification No.)
 
 
222 W. Washington Ave
Madison, WI 53703
(Address of principal executive offices)
(608) 443-1600
(Registrant's telephone number)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value SOFO Nasdaq Capital Market
 
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        ☐
 
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
 
The Annual Meeting of Stockholders was held on March 10, 2023.  A quorum consisting of approximately 84.8% of the Company's common stock issued and outstanding was represented either in person or by proxy. At the meeting the following proposals were approved by the stockholders:
 
 
1.
To elect one director to hold office for a term of five years, and until his successor is duly elected and qualified.
 
 
2.
To approve a proposal to amend the 2020 Equity Incentive Plan to increase the number of shares of common stock subject to the plan from 2,000,000 to 3,000,000.
 
 
3.
To approve, by a non-binding advisory vote, of the compensation paid by Sonic to its named executive officers.  
 
 
4.
To ratify the appointment of Wipfli LLP as our independent auditors for the fiscal year ending September 30, 2023.
 
   
For
    
Against
    
Abstention/
Withheld
    
Broker
Non-votes
  
                                 
Proposal #1:
William St. Lawrence
     6,361,999       –       190,616       3,688,603  
Proposal #2
     5,984,654       467,277       100,684       3,688,603  
Proposal #3
     6,313,636       236,150       2,829       3,688,603  
Proposal #4
     10,136,185       103,250       1,783       –  
 
 
 
 
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.
 
Sonic Foundry, Inc.
(Registrant)
 
 
March 14, 2023
 
   
By:
/s/ Kenneth A. Minor
By:
Kenneth A. Minor
Title:
Chief Financial Officer