8-K
Vislink Technologies, Inc. (VISL)
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
Dateof Report (Date of earliest event reported): August 23, 2023
VislinkTechnologies, Inc.
(Exactname of registrant as specified in its charter)
| Delaware | 001-35988 | 20-5856795 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
350Clark Drive, Suite 125
Mt.Olive, NJ 07828
(Addressof principal executive offices)
Registrant’s
telephone number, including area code: 908-852-3700
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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 $0.00001 per share | VISL | 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. ☐
Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
As previously reported in the Proxy Statement for the 2023 Annual Meeting of Stockholders (the “Meeting”) of Vislink Technologies, Inc. (the “Company”), General James T. Conway did not stand for reelection as a director at the Meeting when his term expired. The decision not to stand for reelection was not attributable to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Accordingly, by resolution of the Board of Directors (the “Board”) of the Company, the size of the Board has been decreased to five members as of August 23, 2023. No new committee assignments have been made at this time. The Company intends to decide and report on new committee assignments and to be in compliance with all regulatory and Nasdaq requirements relating to the composition of the Board and its Committees on a timely basis.
Item5.07. Submission of Matters to a Vote of Security Holders
On August 23, 2023, the Company held the Meeting. The total number of shares entitled to vote at the Meeting was 2,377,362 and there were present, in person or by proxy, 1,176,538 shares, which constituted a quorum for the Meeting. The matters voted upon and the results of the vote were as follows:
Proposal 1: Election of Directors
The following directors were elected to a one-year term of office expiring at the 2024 Annual Meeting of Stockholders:
| NOMINEE | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|---|
| Susan Swenson | 230,329 | 137,913 | 2,032 | 806,264 |
| Carleton M. Miller | 347,582 | 17,539 | 5,153 | 806,264 |
| Jude T. Panetta | 325,195 | 39,626 | 5,453 | 806,264 |
| Ralph Faison | 255,595 | 112,428 | 2,251 | 806,264 |
| Brian Krolicki | 354,203 | 13,931 | 2,140 | 806,264 |
Proposal 2: Approving the 2023 Omnibus Equity Incentive Plan
A proposal to approve the 2023 Omnibus Equity Incentive Plan was adopted with the results of the voting for this proposal as follows:
| FOR | AGAINST | ABSTAIN | BROKER<br> <br>NON-VOTES |
|---|---|---|---|
| 328,264 | 39,231 | 2,779 | 806,264 |
Proposal 3: Ratification of Appointment of Marcum LLP as Independent Registered Public Accounting Firm
A proposal to ratify the selection of Marcum LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023 was adopted with the results of the voting for this proposal as follows:
| FOR | AGAINST | ABSTAIN | BROKER<br> <br>NON-VOTES |
|---|---|---|---|
| 1,155,174 | 117,596 | 3,768 | 0 |
SIGNATURES
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.
| VISLINK TECHNOLOGIES, INC. | ||
|---|---|---|
| Date:<br> August 25, 2023 | By: | /s/ Carleton M. Miller |
| Name: | Carleton<br> M. Miller | |
| Title: | Chief<br> Executive Officer |