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): June 11, 2020

 

INTELLINETICS, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada   000-31671   87-0613716
(State or other jurisdiction   (Commission   (I.R.S Employer
of incorporation)   File Number)   Identification No.)

 

2190 Dividend Dr., Columbus, Ohio   43228
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code614-921-8170

 

Intellinetics, Inc.

(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):

 

  [  ] 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   Name of each exchange on which registered
None   N/A

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

 

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. [  ]

 

 

 

   

 

 

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

 

2020 Annual Meeting of Stockholders

 

On June 11, 2020, Intellinetics, Inc., a Nevada corporation (the “Company”), held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). A total of 2,810,865 shares of Common Stock, par value $.001 per share, were issued and outstanding on April 24, 2020, the record date for the 2020 Annual Meeting, and were entitled to vote thereat, of which 1,674,452 shares were present, in person, by proxy or via internet, thus constituting a quorum at the 2020 Annual Meeting.

 

Set forth below are the voting results on each of the five proposals submitted to and voted upon by the stockholders at the 2020 Annual Meeting, which proposals are described in the Company’s Proxy Statement for the 2020 Annual Meeting:

 

  Proposal 1: Election of Directors
     
    The following nominees were elected as directors, each to serve for a term of one year and until his or her successor is duly elected and qualified, by the vote set forth below:

 

   For   Withheld   Broker Non-Votes 
James F. DeSocio   1,601,175    79    73,198 
Matthew L. Chretien   1,601,175    79    73,198 
Rye D’Orazio   1,601,175    79    73,198 
Robert C. Schroeder   1,601,175    79    73,198 
Sophie Pibouin   1,601,175    79    73,198 
Roger Kahn   1,601,175    79    73,198 

 

  Proposal 2: Approval of Plan Amendment
     
    The Plan Amendment to the 2015 Intellinetics, Inc. Equity Incentive Plan including an increase in the number of shares of stock authorized for issuance under the plan by 130,000 shares to a total of 200,000 shares is duly adopted and approved, by the vote set forth below:

 

For   Against   Abstain   Broker Non-Votes 
 1,491,209    95,339    14,706    73,198 

 

  Proposal 3: Approval on an Advisory Basis, of Compensation of Named Executive Officers (“Say-on-Pay)
     
    The compensation of the Company’s named executive officers was approved, on an advisory, non-binding basis, by the vote set forth below:

 

For   Against   Abstain   Broker Non-Votes 
 1,574,268    11,915    15,071    73,198 

 

  Proposal 4: Approval, on an Advisory Basis, to Hold an Advisory Vote on the Compensation of Named Executive Officers Every Three Years (“Say-on-Frequency”)
     
    The proposal to hold an advisory vote every three years on the compensation of the Company’s named executive officers was approved, on an advisory, non-binding basis, by the votes set forth below:

 

Every Three Years   Every Two Years   Every One Year   Abstain   Broker Non-Votes 
 1,105,458    142,042    268,587    85,167    73,198 

 

  Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm
     
    The appointment by the Audit Committee of GBQ Partners LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified, by the vote set forth below:

 

For   Against   Abstain 
 1,607,658    49    66,745 

 

   

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  INTELLINETICS, INC.
     
  By: /s/ James F. DeSocio            
    James F. DeSocio
    President and Chief Executive Officer
     
Dated: June 17, 2020