8-K
TUCOWS INC /PA/ (TCX)
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): September 7, 2023
TUCOWS INC
(Exact Name of Registrant Specified in Charter)
| Pennsylvania | 0-28284 | 23-2707366 |
|---|---|---|
| (State or Other | (Commission File | (IRS Employer |
| Jurisdiction of | Number) | Identification No.) |
| Incorporation) | ||
| 96 Mowat Avenue, Toronto, Ontario, Canada | M6K 3M1 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (416) 535-0123
| 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:
| ☐ | 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)) |
| --- | --- |
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. ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | TCX | NASDAQ |
Item 5.07. Submission of Matters to a Vote of Security Holders.
Tucows Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on September 7, 2023. The following matters, all of which were set forth in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on July 28, 2023, were voted on at the Annual Meeting. The results of such voting are as indicated below.
- Election of Directors
The Company’s shareholders voted upon and elected the following nominees to serve on the Company’s Board of Directors for a term of one year expiring at the 2023 Annual Meeting of Shareholders.
| Nominee for Director | Votes For | Authority Withheld |
|---|---|---|
| Erez Gissin | 5,975,262 | 922,211 |
| Elliot Noss | 6,830,743 | 66,730 |
| Jeffery Schwartz | 5,445,121 | 1,452,352 |
| Allen Karp | 5,519,963 | 1,377,510 |
| Robin Chase | 5,409,026 | 1,488,447 |
| Marlene Carl | 6,867,143 | 30,330 |
| Lee Matheson | 6,878,682 | 18,791 |
| Gigi Sohn | 6,878,357 | 19,116 |
There were 540,419 broker non-votes with respect to the election of directors.
- Non-Binding Advisory Vote on the Compensation of Named Executive Officers
The Company’s shareholders voted upon and approved, on a non-binding basis, the compensation of the Company’s named Executive Officers as disclosed in the Proxy Statement
| For | Against | Abstain |
|---|---|---|
| 6,352,685 | 529,865 | 14,923 |
- Non-Binding Advisory Vote on the Frequency of Non-Binding Advisory Votes on the Compensation of Named Executive Officers
The Company’s shareholders voted upon and recommended, on a non-binding advisory basis, that a shareholder non-binding advisory vote on the compensation of the Company’s named Executive Officers should occur every three years.
| 1 Year | 2 years | 3 Years | Abstain |
|---|---|---|---|
| 2,519,480 | 34,249 | 4,337,851 | 5,893 |
- Ratification of Appointment of Independent Auditors
The Company’s shareholders voted upon and ratified the appointment of Deloitte LLP as the independent auditors of the Company and its subsidiaries for the fiscal year ending December 31, 2023
| For | Against | Abstain |
|---|---|---|
| 7,423,746 | 10,415 | 3,731 |
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.
| TUCOWS INC. | |
|---|---|
| By: | /s/ Davinder Singh |
| Davinder Singh<br><br> <br>Chief Financial Officer |
Dated: September 8, 2023