8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the

SecuritiesExchange Act of 1934

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 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Verb Technology Company, Inc. (the “Company”) was held on October 16, 2020. The following proposals were approved at the Annual Meeting by the votes indicated:

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, Nancy Heinen and Judith Hammerschmidt.

The following nominees were elected by the votes indicated to serve as directors until the next annual meeting of stockholders or until their successors are duly elected and qualified:

Proposal Two: To address the depletion of shares that were available under the previously approved 2019 Stock and Incentive Compensation Plan (the “Incentive Plan”) which occurred as a result of (i) the allocation of shares to employees in lieu of cash compensation during the company’s COVID-19 Full Employment and Cash Preservation Plan; (ii) allocations to new employees, including those joining the Company following the recent acquisition; (iii) allocations to certain senior level new hires; and (iv) as a result of a recent Nasdaq ruling requiring all shares issued by the Company to individual outside vendors and consultants during the period April 5, 2019 through July 3, 2020, to be deducted from those shares otherwise available to employees under the Incentive Plan; among other reasons, by approving an amendment to add 8,000,000 shares of common stock authorized under the Incentive Plan to the 8,000,000 shares previously approved.

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

Proposal Four: To consider and vote upon a proposal to adjourn the Annual Meeting, if necessary or appropriate.

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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.

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