UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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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) |
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 28, 2023 | ||