8-K

IZEA Worldwide, Inc. (IZEA)

8-K 2022-10-04 For: 2022-10-03
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Added on April 07, 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 event reported): October 3, 2022

IZEA WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada 001-37703 37-1530765
(State or other jurisdiction of<br>incorporation) (Commission File Number) (I.R.S. Employer<br>Identification No.) 1317 Edgewater Dr #1880,<br><br>Orlando, Florida 32804
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (407) 674-6911

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 Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share IZEA 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 ☐

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. o

Item 5.07.    Submission of Matters to a Vote of Security Holders.

At the October 3, 2022 Annual Meeting of Stockholders, holders of common stock were asked to consider and vote upon the:

1.election of seven directors to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified;

2.approval on a non-binding, advisory basis, the compensation paid to IZEA’s named executive officers; and

3.ratification of the appointment of Grant Thornton as our independent registered public accounting firm.

PROPOSAL 1

Stockholders voted with respect to election of each of the nominees for director identified in the proxy statement as follows:

Nominee For Withheld Broker Non-Votes
Edward H. (Ted) Murphy 10,046,832 751,402 18,262,281
Ryan S. Schram 10,046,576 751,658 18,262,281
Brian W. Brady 7,079,291 3,718,943 18,262,281
John H. Caron 9,290,721 1,507,513 18,262,281
Lindsay A. Gardner 9,379,607 1,418,627 18,262,281
Daniel R. Rua 9,218,365 1,579,869 18,262,281
Patrick J. Venetucci 9,376,385 1,421,849 18,262,281

As a result of this vote, each of Mr. Murphy, Mr. Schram, Mr. Brady, Mr. Caron, Mr. Gardner, Mr. Rua, and Mr. Venetucci was elected as a director to serve until the 2023 annual meeting of stockholders and until his successor is duly elected and qualified.

PROPOSAL 2

Stockholders voted on a non-binding, advisory basis, with respect to compensation paid to our named executive officers as described in the executive compensation tables set forth in the Proxy Statement for the Meeting as follows:

For Against Abstained Broker Non-Votes
9,633,943 1,059,959 104,332 18,262,281

PROPOSAL 3

Stockholders voted to ratify the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2022, as follows:

For Against Abstained
28,823,113 166,227 71,175

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.

IZEA WORLDWIDE, INC.
Date: October 4, 2022 By:/s/ Edward H. (Ted) Murphy<br><br>Edward H. (Ted) Murphy<br>Chief Executive Officer