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

(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 Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Verb Technology Company, Inc. (the “Company”) was held on October 21, 2022 via live webcast as www.virtualshareholdermeeting.com/VERB2022. The Company had 102,430,979 shares of common stock outstanding on August 24, 2022, the record date for the Annual Meeting. At the Annual Meeting, 59,991,368 shares of common stock were present virtually or represented by proxy.

The following proposals were approved at the Annual Meeting by the votes indicated below. These proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A, which the Company filed with the Securities and Exchange Commission on September 6, 2022.

Proposal One

To elect six directors to the Company’s board of directors. The nominees for election were Rory J. Cutaia, James P. Geiskopf, Phillip J. Bond, Kenneth S. Cragun, Judith Hammerschmidt, and Edmund C. Moy.

The following nominees were elected by the votes indicated to serve as directors until the next annual meeting of stockholders, or until their respective successors have been duly elected and qualified, or until their respective earlier death, resignation or removal:

Proposal Two

To ratify the selection of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm.

Proposal Three

To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

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.