UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 13, 2023, Intelligent Bio Solutions Inc. (the “Company”) held its annual meeting of stockholders at 3:30 p.m. Eastern Time (the “Annual Meeting”) in a virtual only format. The number of shares of common stock that voted on matters presented at the Annual Meeting was 3,052,019 shares, representing approximately 40.87% of the 7,466,772 shares common stock outstanding as of the October 20, 2023, the record date for the Annual Meeting (the “Record Date”).
Each director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.
The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 16, 2023 (the “Proxy Statement”) and are incorporated herein by reference.
Proposal 1. The election of five directors, each to serve until the next annual meeting of stockholders, or until each successor is duly elected and qualified.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Stephen Boyages | 1,549,332 | 204,576 | 1,298,111 | |||
| Lawrence Fisher | 1,547,779 | 206,129 | 1,298,111 | |||
| Jonathan Hurd | 1,547,504 | 206,404 | 1,298,111 | |||
| Jason Isenberg | 1,547,783 | 206,125 | 1,298,111 | |||
| Christopher Towers | 1,547,443 | 206,465 | 1,298,111 |
Proposal 2. The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-12, with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”).
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 2,456,199 | 590,016 | 5,804 | 0 |
Proposal 3. The approval of the amendment of the Company’s 2019 Long Term Incentive Plan (the “2019 Plan”) to increase the number of shares of common stock authorized for issuance under the 2019 Plan by 1,475,000 shares and to increase the limit on the maximum number of shares underlying awards to any non-employee director in any year to 15,000 shares in any year (the “2019 Plan Amendment Proposal”).
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 1,515,129 | 235,051 | 3,728 | 1,298,111 |
Proposal 4. The authorization of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 2,444,327 | 595,117 | 12,575 | 0 |
Proposal 5. The authorization of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the 2019 Plan Amendment Proposal.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 2,402,186 | 637,137 | 12,696 | 0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| No. | Description | |
| 10.1 | Intelligent Bio Solutions Inc. 2019 Long Term Incentive Plan (as amended December 13, 2023). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: December 13, 2023 | ||
| INTELLIGENT BIO SOLUTIONS INC. | ||
| By: | /s/ Spiro Sakiris | |
| Name: | Spiro Sakiris | |
| Title: | Chief Financial Officer | |