8-K

T Stamp Inc (IDAI)

8-K 2024-01-03 For: 2023-12-29
View Original
Added on April 11, 2026

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 eventreported): December 29, 2023


T STAMP INC.

(Exact name of registrant as specified in its charter)

Delaware 001-41252 81-3777260
(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br> <br>Identification Number)

3017 Bolling Way NE, Floors 1 and 2, Atlanta,Georgia 30305

(Address of principal executive offices, includingzip code)

Registrant’s telephone number, including

area code: (404) 806-9906


Not Applicable

(Former name or former address, if changed sincelast 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:

¨ 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<br><br> <br>Symbol(s) Name of each exchange<br><br> <br>on which registered
Class A Common Stock, par value $0.01 per share IDAI The Nasdaq Capital Market

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  x

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 Matters to a Vote of Security Holders

On December 29, 2023, T Stamp, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote upon (i) the election of each of the nominated directors to the Company’s Board of Directors (the “Board”) and to ratify the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. For more information about the proposals considered and voted upon at the Annual Meeting, please see the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 9, 2023.

At the Annual Meeting, 42% of our Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) entitled to vote at the Annual Meeting were represented in person or by proxy at the Annual Meeting. Based on the results of the vote, and the stockholders voted to elect all of the Company's director nominees and approved ratification of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

The number of votes cast for or withheld from the election of each director and the number of votes cast for or against or abstaining from the other matters voted upon is also set forth below. There were no broker non-votes in the proposal for the ratification of Marcum LLP. The voting results disclosed below are final.

Election of Directors Number of SharesVoted For Number of SharesWithheld Number of Broker<br><br> <br>Non-Votes Percentage of Shares Voted “For”<br><br> <br>of Shares Voted
Gareth Genner 3,280,205 80,802 115,176 98%
Charles Potts 3,278,068 82,939 115,176 98%
William McClintock 3,274,920 86,087 115,176 97%
Number of SharesVoted For Number of SharesVoted Against Number of SharesAbstained Percentage of Shares Voted “For” of Shares Voted
--- --- --- --- ---
Ratification of the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 3,417,186 41,377 17,620 98%

SIGNATURE

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.

T STAMP INC.
By: /s/ Gareth Genner
Name: Gareth Genner
Title: Chief Executive Officer

Dated: January 3, 2024