8-K 1 j6112108k.htm

 

 

 

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 10, 2021

 

VerifyMe, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada 001-39332 23-3023677
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
     
75 S. Clinton Ave., Suite 510, Rochester, New York 14604
(Address of principal executive offices) (Zip Code)
   
Registrant’s telephone number, including area code:   (585) 736-9400
             

_____________________

(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   VRME   The Nasdaq Capital Market
Warrants to Purchase Common Stock   VRMEW   The 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 5.07Submission of Matters to a Vote of Security Holders.

 

At the annual meeting of stockholders of VerifyMe, Inc. (the “Company”) held on June 10, 2021, the Company’s stockholders voted on the matters described below.

 

Proposal 1.        The Company’s stockholders elected the following nominees as directors, each to serve for a one-year term expiring in 2022 and until their successors are duly elected and qualified.

 

Director Nominee   Votes For   Authority Withheld   Broker Non-Votes
Chris Gardner 2,457,704   15,229   2,510,902
Marshall Geller 2,399,098   73,835   2,510,902
Howard Goldberg 2,422,757   50,176   2,510,902
Scott Greenberg 2,422,742   50,191   2,510,902
Arthur Laffer 2,453,541   19,392   2,510,902
Patrick White 2,457,118   15,815   2,510,902

 

Proposal 2.       The Company’s stockholders approved, on an advisory basis, the compensation for the Company’s named executive officers.

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
2,434,662   31,644   6,627   2,510,902

 

Proposal 3.       The Company’s stockholders approved the VerifyMe, Inc. 2021 Stock Purchase Plan.

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
2,421,712   50,731   490   2,510,902

 

Proposal 4.        The Company’s stockholders ratified the selection of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

Votes For   Votes Against   Votes Abstained
4,957,964   24,397   1,474

 

   
 

  

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.

 

  VerifyMe, Inc.
       
       
Date: June 11, 2021 By:   /s/ Patrick White  
    Patrick White
    President and Chief Executive Officer