UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 A MATTER TO A VOTE OF SECURITY HOLDERS.
On June 13, 2024, Inuvo, Inc. (“Inuvo”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was April 19, 2024. At the close of business on that date, the Company had 139,880,666 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting. Of the 139,880,666 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting, 80,325,220 shares (or 57.4%), constituting a quorum, were represented in person or by proxy at the Annual Meeting. At the Annual Meeting, two proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2024. The final voting results were as follows:
Proposal 1
Inuvo’s stockholders elected the following Class I directors to serve for a term expiring at the 2027 annual meeting of stockholders or until their respective successors have been duly elected and qualified, based upon the voting results set forth below.
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| Votes For |
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| Votes Against |
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| Votes Abstained |
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| Broker Non-Votes |
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Richard K. Howe |
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| 45,494,379 |
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| 9,144,472 |
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| - |
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| 25,686,369 |
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Gordon J. Cameron |
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| 51,613,822 |
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| 3,023,724 |
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| - |
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| 25,687,674 |
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Proposal 2
Inuvo’s stockholders approved the ratification of the appointment of EisnerAmper LLP as Inuvo’s independent registered public accounting firm, based upon the voting results set forth below.
Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
76,844,965 |
| 2,705,859 |
| 774,396 |
| - |
| 2 |
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.
| INUVO, INC. | ||
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Date: June 14, 2024 | By: | /s/ John Pisaris |
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| John Pisaris, General Counsel | ||
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Cover |
Jun. 13, 2024 |
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| Cover [Abstract] | |
| Entity Registrant Name | INUVO, INC. |
| Entity Central Index Key | 0000829323 |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Emerging Growth Company | false |
| Document Period End Date | Jun. 13, 2024 |
| Entity File Number | 001-32442 |
| Entity Incorporation State Country Code | NV |
| Entity Tax Identification Number | 87-0450450 |
| Entity Address Address Line 1 | 500 President Clinton Ave. |
| Entity Address Address Line 2 | Ste. 300 |
| Entity Address City Or Town | Little Rock |
| Entity Address State Or Province | AR |
| Entity Address Postal Zip Code | 72201 |
| City Area Code | 501 |
| Local Phone Number | 205-8508 |
| Security 12b Title | Common Stock, $0.001 par value |
| Trading Symbol | INUV |
| Security Exchange Name | NYSE |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |