UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 5, 2024, Neonode Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders. The following matters were submitted to the Company’s stockholders:
Proposal 1: Election of Director
Mrs. Cecilia Edström was reelected to the Board of Directors for a three-year term as a Class I director. The results of the votes were as follows:
| Proposal | Votes For | Withheld | Broker Non-Votes | |||||||||
| Elect Cecilia Edström to a three-year term to the Board of Directors | 4,376,822 | 97,596 | 686,244 | |||||||||
Proposal 2: Ratification of Independent Registered Public Accounting Firm
On June 24, 2024, the Company filed a Current Report on Form 8-K announcing that on May 20, 2024, the partners and professional staff of KMJ Corbin & Company LLP (“KMJ”), which was engaged as the independent registered public accounting firm of the Company, joined Crowe LLP (“Crowe”). As a result, KMJ resigned as the Company’s independent registered public accounting firm on June 18, 2024, and the Audit Committee of the Company’s Board of Directors approved the appointment of Crowe as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024.
As a result of the resignation of KMJ, the Company withdrew Proposal 2 from the agenda of the Company’s 2024 Annual Meeting of Stockholders, which requested that the Company’s stockholders ratify the appointment of KMJ as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. In conjunction with the Company’s 2025 Annual Meeting of Stockholders, the Company intends to ask stockholders to ratify the appointment of Crowe as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2025.
Proposal 3: Say-On-Pay Vote
Stockholders indicated their approval, on an advisory basis, of the compensation of the Company’s named executive officers. The results of the votes were as follows:
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Advisory vote on named executive officer compensation | 4,396,930 | 52,452 | 1,848 | 709,430 | ||||||||||||
Proposal 4: Say-On-Frequency Vote
Stockholders indicated their choice of the option of every one year as the preferred frequency for the advisory vote of the compensation of the Company’s named executive officers. The results of the votes were as follows:
| Proposal | One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | |||||||||||||||
| Frequency of advisory vote on named executive officer compensation | 4,437,968 | 1,055 | 8,206 | 4,003 | 709,430 | |||||||||||||||
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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 thereunto duly authorized.
| Date: July 5, 2024 | NEONODE INC. | |
| By: | /s/ Fredrik Nihlén | |
| Name: | Fredrik Nihlén | |
| Title: | Interim President and Chief Executive Officer, Chief Financial Officer | |
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