UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 23, 2023, Boxlight Corporation, a Nevada corporation (the “Company”), held its 2023 annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders considered five proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 24, 2023 (the “Proxy Statement”). At the Annual Meeting, there were a total of 74,977,702 votes eligible to be cast and there were shares represented a total of 42,777,759 votes present in person or by proxy, representing 57.05% of the votes eligible to be cast. The final voting results for each matter are set forth in more detail below.
| 1. | Election of Directors. |
All of the following seven nominees were elected to the Company’s board of directors, in accordance with the voting results listed below, to serve for a term of one year, until the next Annual Meeting and until their successor have been duly elected and have qualified.
| Nominee | For | Against | Withheld | Broker Non-Votes | ||||||||||||
| Michael Pope | 16,799,835 | 0 | 3,737,852 | 22,240,072 | ||||||||||||
| James Mark Elliot | 16,185,200 | 0 | 4,352,487 | 22,240,072 | ||||||||||||
| Tiffany Kuo | 16,041,899 | 0 | 4,495,788 | 22,240,072 | ||||||||||||
| Rudolph F. Crew | 13,174,285 | 0 | 7,363,402 | 22,240,072 | ||||||||||||
| Dale Strang | 13,478,354 | 0 | 7,059,333 | 22,240,072 | ||||||||||||
| R. Wayne Jackson | 13,437,945 | 0 | 7,099,742 | 22,240,072 | ||||||||||||
| Charles P. Amos | 13,717,761 | 0 | 6,819,926 | 22,240,072 | ||||||||||||
| 2. | Ratification of the Company’s Independent Auditors. |
Stockholders ratified the appointment of FORVIS, LLP as the independent auditors for the fiscal year ending December 31, 2023, in accordance with the voting results below.
| For | Against | Abstain | Broker Non-Votes | |||
| 40,442,520 | 1,685,904 | 649,335 | - |
| 3. | Advisory Vote on the Company’s Executive Compensation. |
Stockholders approved (on an advisory basis) the Company’s executive compensation, in accordance with the voting results below.
| For | Against | Abstain | Broker Non-Votes | |||
| 10,910,300 | 9,215,267 | 412,120 | 22,240,072 |
| 4. | Reverse Stock Split. |
The reverse stock split in the range of two (2) and not more than ten (10) shares, into one share of Class A common stock at any time prior to July 2, 2023 was approved by a majority of votes cast, but not by a majority of votes outstanding, in accordance with the voting results below.
| For | Against | Abstain | Broker Non-Votes | |||
| 32,308,073 | 9,942,866 | 526,820 | - |
As a result, the Company announced at the Annual Meeting that the reverse stock split has been approved by the Company’s board of directors, pursuant to which the Company will effectuate a reverse stock split of both the authorized and outstanding shares of the Company’s common stock, as allowed pursuant to Nevada Revised Statute Section 78.207. Then, following the Annual Meeting, the Company’s board of directors approved a one-for-eight reverse stock split in order to bring the Company back into compliance with Nasdaq Listing Rules. The Company intends to make an announcement concerning the timing and planned effective date of such reverse stock split in the coming days, after it obtains all requisite regulatory approvals.
| 5. | Amendment to Increase the Authorized Shares Under the Company’s 2021 Equity Incentive Plan. |
Stockholders did not approve the amendment of the Company’s 2021 Equity Incentive Plan to increase the number of shares of Class A common stock available for issuance by 7,500,000 shares, in accordance with the voting results below.
| For | Against | Abstain | Broker Non-Votes | |||
| 6,997,835 | 13,198,826 | 341,026 | 22,240,072 |
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
As previously disclosed, on July 6, 2022, the Company received notice from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) that the Company was no longer in compliance with Nasdaq Listing Rule 5550(a)(2) which requires the Company to maintain a minimum bid price of $1.00 per share (the “Bid Price Requirement”). Since then, the Company has yet to regain compliance with the Bid Price Requirement. As a result, following the Company’s Annual Meeting, held May 23, 2023, the Company’s board of directors approved conducting a 1-for-8 reverse stock split of both the authorized and outstanding and issued common stock (the “Reverse Stock Split”). The Company is now working with Nasdaq Staff and other regulators in preparing to effectuate the Reverse Stock Split and will make further announcements and disclosure once the Reverse Stock Split has been completed.
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: May 25, 2023 | ||
| BOXLIGHT CORPORATION | ||
| By: | /s/ Michael Pope | |
| Name: | Michael Pope | |
| Title: | Chief Executive Officer | |