UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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The Securities Exchange Act of 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 29, 2023, FalconStor Software, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) for the purposes of voting on the matters disclosed in its definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 31, 2023. As of the record date of May 26, 2023, there were 7,122,199 shares of common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled to notice of and to vote at the Annual Meeting as well as an additional 87,815 shares that could vote pursuant to the terms of the Company’s outstanding Series A Preferred Stock. The final voting for the matters submitted to a vote of stockholders was as follows:
Proposal No. 1 — Election of Directors
At the Annual Meeting, stockholders voted for the election of Barry Rudolph as a director for a three-year term until the annual meeting of stockholders to be held in 2026 or until his successor is elected and qualified. Mr. Rudolph received the requisite plurality of the votes cast by the holders of shares present at the Annual Meeting in person or by proxy and entitled to vote thereon, and, accordingly, was elected to the Board of Directors. The number of votes cast for and withheld from Mr. Rudolph is set forth below:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Barry Rudolph | 4,422,122 | 2,186 | 1,755,855 |
Proposal No. 2 — Approval of Say on Pay Proposal
The proposal for the approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers was approved by a majority of the votes cast as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 4,403,272 | 20,905 | 131 | 1,755,855 |
Proposal No. 3 — Approval of Frequency of Say on Pay Vote
The stockholders cast votes on the non-binding advisory proposal on the frequency of future advisory votes on executive compensation in the amounts shown below. Consistent with these voting results and the recommendation of the Company’s board of directors, the Company’s board of directors has determined that the Company will hold an advisory vote to approve executive compensation every year until the next required advisory vote on the frequency of such a vote.
| 1 Year | 2 Years | 3 Years | Abstain | |||
| 4,286,273 | 173 | 5,840 | 72,416 |
Proposal No. 4 — Independent Registered Public Accounting Firm
The proposal for the ratification of the selection of Marcum LLP as the Company’s independent registered public accountants for the current fiscal year ending December 31, 2023 was approved by a majority of the votes cast as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 6,176,021 | 4,127 | 15 | — |
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
| Date: July 5, 2023 | FALCONSTOR SOFTWARE, INC. | ||
| By: |
/s/ Vincent Sita | ||
| Name: | Vincent Sita | ||
| Title: | Chief Financial Officer | ||
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Exhibit Index
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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