8-K
Blink Charging Co. (BLNK)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): July 11, 2022
| BLINK CHARGING CO. | ||
|---|---|---|
| (Exact<br> name of registrant as specified in its charter) | ||
| Nevada | 001-38392 | 03-0608147 |
| --- | --- | --- |
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 605<br>Lincoln Road, 5th Floor<br><br> <br>Miami Beach,<br>Florida | 33139 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) | |
| Registrant’s<br> telephone number, including area code: (305) 521-0200 | ||
| --- | ||
| N/A | ||
| --- | ||
| (Former<br> name or former address, if changed since last report.) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of Each Class | Trading<br> Symbol(s) | Name<br> of Each Exchange on Which Registered |
|---|---|---|
| Common<br> Stock | BLNK | The<br> Nasdaq Stock Market LLC |
| Common<br> Stock Purchase Warrants | BLNKW | The<br> Nasdaq Stock Market LLC |
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 Instruction A.2. below):
| ☐ | Written communications<br>pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material<br>pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
CURRENT
REPORT ON FORM 8-K
Blink
Charging Co.
July
11, 2022
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
On July 11, 2022, we held our annual meeting of stockholders. The following matters were submitted to our stockholders for consideration (all of which were set forth in our definitive proxy statement on Schedule 14A filed with the SEC on May 26, 2022):
Proposal1: Election of six directors to our board of directors for a one-year term of office expiring at the 2023 Annual Meeting of Stockholders.
Proposal2: Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022.
Proposal3: An advisory vote to approve executive compensation (“say-on-pay” vote).
We had 42,741,387 shares of common stock outstanding on May 18, 2022, the record date for the annual meeting. At the annual meeting, holders of 29,344,494 shares of our common stock were present in person or represented by proxy. The full voting results were as follows:
1. Election of Six Directors. Our stockholders elected the six nominees listed in our definitive proxy statement to serve on our board of directors for a one-year term of office expiring at the 2023 Annual Meeting of Stockholders. The results of the voting were as follows:
| Votes For | Votes<br><br> <br>Withheld | Broker<br><br> <br>Non-Votes | |
|---|---|---|---|
| Michael D. Farkas | 11,846,221 | 362,303 | 17,135,970 |
| Brendan S. Jones | 11,316,156 | 892,368 | 17,135,970 |
| Louis R. Buffalino | 9,304,563 | 2,903,961 | 17,135,970 |
| Jack Levine | 9,308,046 | 2,900,478 | 17,135,970 |
| Kenneth R. Marks | 10,325,783 | 1,882,741 | 17,135,970 |
| Ritsaart van Montfrans | 9,918,931 | 2,289,593 | 17,135,970 |
| 1 |
| --- |
2. Ratification of Independent Registered Public Accounting Firm. Our stockholders ratified the appointment of Marcum LLP as our independent registered public accountants for the year ending December 31, 2022. The results of the voting were as follows:
| Votes For | Votes<br><br> <br>Against | Votes<br><br> <br>Abstained | Broker<br><br> <br>Non-Votes |
|---|---|---|---|
| 28,356,554 | 507,660 | 480,280 | 0 |
3. Advisory “Say-on-Pay” Vote to Approve Executive Compensation. Our stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers for 2021. The results of the voting were as follows:
| Votes For | Votes<br><br> <br>Against | Votes<br><br> <br>Abstained | Broker<br><br> <br>Non-Votes |
|---|---|---|---|
| 8,511,941 | 3,570,319 | 126,264 | 17,135,970 |
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
| 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.
| BLINK CHARGING CO. | ||
|---|---|---|
| Dated:<br> July 13, 2022 | By: | /s/ Michael D. Farkas |
| Name: | Michael<br> D. Farkas | |
| Title: | Chairman<br> and Chief Executive Officer |
| 3 |
| --- |