0001437749-19-020533.txt : 20191024 0001437749-19-020533.hdr.sgml : 20191024 20191024080108 ACCESSION NUMBER: 0001437749-19-020533 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191023 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20191024 DATE AS OF CHANGE: 20191024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Net Element, Inc. CENTRAL INDEX KEY: 0001499961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 901025599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34887 FILM NUMBER: 191164852 BUSINESS ADDRESS: STREET 1: 3363 NE 163RD STREET STREET 2: SUITE 705 CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33160 BUSINESS PHONE: (305) 507-8808 MAIL ADDRESS: STREET 1: 3363 NE 163RD STREET STREET 2: SUITE 705 CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33160 FORMER COMPANY: FORMER CONFORMED NAME: Net Element International, Inc. DATE OF NAME CHANGE: 20121002 FORMER COMPANY: FORMER CONFORMED NAME: Cazador Acquisition Corp Ltd. DATE OF NAME CHANGE: 20100825 8-K 1 nete20191023_8k.htm FORM 8-K nete20191023_8k.htm

 

 

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

 

Date of report (Date of earliest event reported) October 23, 2019

 

Net Element, Inc.

 

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

  

001-34887

  

90-1025599

(State or Other Jurisdiction
of Incorporation)

  

(Commission File
Number)

  

(IRS Employer
Identification No.)

 

 

 3363 NE 163rd Street, Suite 705, North Miami Beach, FL         33160

 
 

           (Address of Principal Executive Offices)                           (Zip Code)

  
     
 

(305) 507-8808

  
 

(Registrant’s telephone number, including area code)

  
     
 

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, $0.0001 par value per share

NETE

The Nasdaq Stock Market, LLC (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 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 23, 2019, the stockholders of Net Element, Inc. (the “Company”) approved at the 2019 annual meeting of stockholders of the Company (the “Annual Meeting”) an amendment to its 2013 Equity Incentive Plan, as amended (the “Plan”), to increase the number of shares of the Common Stock available for issuance thereunder by 177,000 shares of Common Stock (the “Plan Amendment”). After such approval, the Company entered into the Plan Amendment, dated on October 23, 2019. The form of the Plan Amendment was previously filed as Appendix “A” to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 4, 2019.

 

Item 5.07      Submission of Matters to a Vote of Security Holders.

 

The Company held its Annual Meeting on October 23, 2019. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.

 

Proposal 1: To elect five directors of the Company, four of whom shall be independent directors as defined by applicable rules, to serve for a one-year term expiring in 2020.

 

Name of Director

  

For

  

Withheld

  

Broker Non-Vote
             

Oleg Firer

  

1,203,714

  

373,054

  

1,641,564
             

Howard Ash

  

1,516,041

  

60,727

  

1,641,564
             

Jon Najarian

  

1,203,597

  

373,171

  

1,641,564
             

Jonathan Fichman

  

1,170,377

  

406,391

  

1,641,564
             

John Wiegand

  

1,202,700

  

374,068

  

1,641,564

 

All director nominees were duly elected.

 

 

Proposal 2: To approve an amendment to the Plan, to increase the number of shares of the Common Stock available for issuance thereunder by 177,000 shares of Common Stock.

 

For

  

Against

  

Abstain

  

Broker Non-Vote

1,010,476

  

563,798

  

2,494

  

1,641,564

 

Proposal 2 was approved.

 

Proposal 3: To ratify the selection of Daszkal Bolton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

 

For

  

Against

  

Abstain

    

3,174,326

  

21,496

  

22,510

    

 

Proposal 3 was approved.

 

 
 

 

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.

 

Dated: October 23, 2019

 

 

NET ELEMENT, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Jeffrey Ginsberg

 

 

Name:

  Jeffrey Ginsberg

 

 

Title:

  Chief Financial Officer