0001104659-21-084091.txt : 20210622 0001104659-21-084091.hdr.sgml : 20210622 20210622160557 ACCESSION NUMBER: 0001104659-21-084091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210616 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20210622 DATE AS OF CHANGE: 20210622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EVOLVING SYSTEMS INC CENTRAL INDEX KEY: 0001052054 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 841010843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34261 FILM NUMBER: 211035254 BUSINESS ADDRESS: STREET 1: 9800 PYRAMID COURT, SUITE 400 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3038021000 MAIL ADDRESS: STREET 1: 9800 PYRAMID COURT, SUITE 400 CITY: ENGLEWOOD STATE: CO ZIP: 80112 8-K 1 tm2120281d1_8k.htm FORM 8-K

 

 

 

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 16, 2021

 

Evolving Systems, Inc.

 

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of incorporation)		 001-34261
(Commission File Number)		 84-1010843
(I.R.S. Employer
Identification No.)

 

9800 Pyramid Court, Suite 400, Englewood, Colorado 80112 

(Address of principal executive offices)

 

Registrant's telephone number, including area code: (303) 802-1000

 

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(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share EVOL Nasdaq Capital 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.

 

Evolving Systems, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 16, 2021 (“Annual Meeting”) at the Company’s headquarters in Englewood, Colorado. The Company is providing the following information regarding the results of the matters voted on by stockholders at the Annual Meeting.

 

David J. Nicol, David S. Oros, Julian D. Singer, and Matthew Stecker were elected to the Board of Directors. The Advisory Vote on Executive Compensation was approved. The stockholders also ratified the Board of Directors’ appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2021.

 

The Company’s inspector of election certified the vote tabulations.

 

The final voting results on these matters were as follows:

 

1.

Election of Directors  Shares Voted For   Votes Against   % Approval
David J. Nicol   6,503,483    296,930    95.6%
               
David S. Oros   6,344,567    455,846    93.3%
               
Julian Singer   5,337,084    1,463,329    78.5%
               
Matthew Stecker   6,530,524    269,889    96%

 

2. Advisory Vote on Executive Compensation (“Say on Pay”)

 

Votes For  Votes Against   Votes Abstained   % Approval
6,365,776   318,191    116,446    95.2%

 

3.            Ratification of the appointment of Marcum LLP as our independent registered public accounting firm to audit the consolidated financial statements of Evolving Systems for its fiscal year ending December 31, 2021.

 

Votes For  Votes Against   Votes Abstained   % Approval
9,078,390   38,624    28,119    99%

 

Therefore, David J. Nicol, David S. Oros, Julian Singer and Matthew Stecker have been elected as directors of the Company; the Advisory Vote on Executive Compensation has been approved; and Marcum LLP has been ratified as the Company's independent auditors for the fiscal year ending December 31, 2021.

 

 

 

 

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 hereunto duly authorized.

 

Dated: June 22, 2021

 

  Evolving Systems, Inc.
   
  By:     /s/ MARK P. SZYNKOWSKI
        Mark P. Szynkowski
        Senior Vice President of Finance