8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2024

Smith Micro Software, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-35525	33-0029027
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5800 Corporate Drive Pittsburgh, PA	15237
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (412) 837-5300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ 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
Common Stock, par value $0.001 per share	SMSI	NASDAQ

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 5.07Submission of Matters to a Vote of Security Holders.

(a) On June 18, 2024, Smith Micro Software, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting").

(b) Four proposals were submitted by the Board to stockholders at the 2024 Annual Meeting. The proposals are described in detail in the Company’s proxy statement for the 2024 Annual Meeting filed with the Securities and Exchange Commission on May 9, 2024 (the “Proxy Statement”). The Company’s outstanding common stock, par value $0.001 per share, was the only class of securities entitled to vote on the proposals submitted at the 2024 Annual Meeting. There were 5,817,539 shares of common stock present or represented by proxy at the meeting, which represented 60.59% of the shares of common stock entitled to vote and constituted a quorum for the transaction of business at the 2024 Annual Meeting.

The final results of the voting on each proposal are set forth below.

1. Stockholders elected three directors to the Company’s Board of Directors to hold office until the Company’s 2027 annual meeting of stockholders or until their successors are duly elected and qualified. The votes on this proposal were as follows:

Name of Nominee	For	Withheld	Broker Non-Votes
Thomas G. Campbell	2,279,521	1,412,647	2,125,371
Steven L. Elfman	2,350,259	1,341,909	2,125,371
Asha Keddy	3,278,613	413,555	2,125,371

2. Stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement. The votes on this proposal were as follows:

For	Against	Abstained	Broker Non-Votes
2,038,235	1,305,541	348,392	2,125,371

3. Stockholders ratified the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes on this proposal were as follows:

For	Against	Abstained	Broker Non-Votes
4,937,927	414,929	464,683	0

4. Stockholders approved the Smith Micro Software, Inc. Amended and Restated Omnibus Equity Incentive Plan. The votes on this proposal were as follows:

For	Against	Abstained	Broker Non-Votes
1,900,208	1,591,274	200,686	2,125,371

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.

	Smith Micro Software, Inc.
Date: June 20, 2024	By:	/s/ James M. Kempton
		James M. Kempton
		Vice President and Chief Financial Officer

XML

Cover	Jun. 18, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 18, 2024
Entity Registrant Name	Smith Micro Software, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35525
Entity Tax Identification Number	33-0029027
Entity Address, Address Line One	5800 Corporate Drive
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15237
City Area Code	412
Local Phone Number	837-5300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SMSI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000948708
Amendment Flag	false