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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
(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 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 | ||
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
On June 6, 2024, Rubicon Technologies, Inc., a Delaware corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Set forth below are the matters on which the Company’s stockholders voted, along with final voting results, as reported by the Company’s independent inspector of election.
| 1. | Director Proposal. Both nominees for class II (“Class II”) directors were elected to serve for a term of three years or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. The voting results are set forth below: |
| Name | For | Against | Withold | Non-Votes | ||||
| Osman Ahmed | 12,240,638 | 0 | 1,101,953 | 17,269,177 | ||||
| Paula Dobriansky | 12,056,589 | 0 | 1,286,002 | 17,269,177 |
| 2. | Auditor Proposal. The appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified. The voting results are set forth below: |
| For | Against | Abstain | Non-Votes | |||
| 28,691,844 | 1,160,430 | 759,494 | 0 |
1
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.
| Rubicon Technologies, Inc. | |||
| By: | /s/ Philip Rodoni | ||
| Name: | Philip Rodoni | ||
| Title: | Chief Executive Officer | ||
Date: June 10, 2024
2