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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 22, 2023



(Exact name of Registrant as specified in its charter)


Nevada   001-41495   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 code: 614-921-8170


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   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   INLX   NYSE American


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.


2023 Annual Meeting of Stockholders


On June 22, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). A total of 4,073,757 shares of Common Stock, par value $.001 per share, were issued and outstanding on April 27, 2023, the record date for the 2023 Annual Meeting, and were entitled to vote thereat, of which 1,787,566 shares were present, in person or by proxy, thus constituting a quorum at the 2023 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 2023 Annual Meeting, which proposals are described in the Company’s Proxy Statement for the 2023 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 
William M. Cooke   1,678,420    698    108,448 
James F. DeSocio   1,678,481    637    108,448 
Roger Kahn   1,652,943    26,175    108,448 
John Guttilla   1,678,481    637    108,448 
Stanley P. Jaworski, Jr.   1,655,241    23,877    108,448 
Paul Seid   1,678,472    637    108,448 


  Proposal 2: Approval of Non-Employee Director Compensation Plan
    The adoption and approval of the Intellinetics Inc. 2023 Non-Employee Director Compensation Plan.


For   Against   Abstain   Broker Non-Votes 
 1,500,142    121,822    57,154    108,448 


  Proposal 3: Advisory Vote on Executive Compensation (Say on Pay)
    An advisory vote on the compensation of our named executive officers.


For   Against   Abstain   Broker Non-Votes 
 1,597,344    74,924    6,850    108,448 


  Proposal 4: 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, 2023 was ratified, by the vote set forth below:


For   Against   Abstain 
 1,787,007    559    0 


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.   Name of Exhibit
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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.


  By: /s/ James F. DeSocio            
    James F. DeSocio
    President and Chief Executive Officer
Dated: June 28, 2023