UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of John Guttilla
On November 10, 2022, the stockholders of Intellinetics, Inc., a Nevada corporation (the “Company”) elected John Guttilla, 66, as an additional Director, and on November 15, 2022, the Board of Directors of the Company appointed Mr. Guttilla as Chair of the Audit Committee of the Board. Mr. Guttilla will receive the standard annual compensation payable to independent Directors as set by the Compensation Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders.
2022 Annual Meeting of Stockholders
On November 10, 2022, the Company, held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). A total of 4,073,757 shares of Common Stock, par value $.001 per share, were issued and outstanding on September 6, 2022, the record date for the 2022 Annual Meeting, and were entitled to vote thereat, of which 2,474,707 shares were present, in person or by proxy, thus constituting a quorum at the 2022 Annual Meeting.
Set forth below are the voting results on each of the three proposals submitted to and voted upon by the stockholders at the 2022 Annual Meeting, which proposals are described in the Company’s Proxy Statement for the 2022 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 | 2,409,834 | 2,963 | 61,910 | |||||||||
| Matthew L. Chretien | 2,409,834 | 2,963 | 61,910 | |||||||||
| Rye D’Orazio | 2,409,834 | 2,963 | 61,910 | |||||||||
| William M. Cooke | 2,405,794 | 7,003 | 61,910 | |||||||||
| Sophie Pibouin | 2,406,287 | 6,510 | 61,910 | |||||||||
| Roger Kahn | 2,406,294 | 6,503 | 61,910 | |||||||||
| John Guttilla | 2,406,302 | 6,495 | 61,910 | |||||||||
| Proposal 2: | Approval of Bylaws Amendment | |
| A Bylaws Amendment to reduce the quorum requirement for holding and transacting business at meetings of our stockholders from holders of a majority, to holders of 35%, of our outstanding shares of common stock entitled to vote at such meetings: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 2,354,669 | 53,455 | 4,673 | 61,910 | |||||||||||
| Proposal 3: | 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, 2022 was ratified, by the vote set forth below: |
| For | Against | Abstain | ||||||||
| 2,471,684 | 50 | 2,973 | ||||||||
Item 8.01 Other Events.
On November 16, 2022, the Company issued a press release announcing the election of John Guttilla to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Name of Exhibit | |
| 99.1 | Press release issued by the Company on November 16, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 16, 2022 | ||