Current Report Filing (8-k)
14 Mai 2020 - 11:16PM
Edgar (US Regulatory)
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): May 13, 2020
Intellicheck,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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|
001-15465
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11-3234779
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(State
or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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535
Broad Hollow Road, Suite B51, Melville, NY 11747
(Address
of principal executive offices) (Zip code)
(516)
992-1900
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $.001 par value
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IDN
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The
NASDAQ Stock Market LLC
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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).
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.
On
May 13, 2020 Intellicheck, Inc. (the “Company”) held its Annual Stockholders Meeting (the “Annual Meeting”)
virtually at www.virtualshareholdermeeting.com/IDN2020.
At
the Annual Meeting, the Company’s stockholders: (i) elected Lieutenant General Emil R. Bedard, Jack A. Davis, William P.
Georges, Dylan Glenn, Bryan Lewis, Amelia L. Ruzzo, Guy L. Smith and David E. Ullman to serve as directors for one-year terms
or until their respective successors have been duly elected and qualified; (ii) ratified the appointment of EisnerAmper, LLP as
the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2020; (iii) approved
an amendment to the Company’s 2015 Omnibus Incentive Plan increasing the total number of shares of Common Stock available
for issuance by 500,000 from 3,500,000 to 4,000,000; (iv) approved the advisory vote to approve the compensation of our named
executive officers and (v) approved the frequency of future advisory votes to approve of executive compensation for one year.
The
following tables show the number of votes cast for or against and the number of abstentions with respect to each matter, as applicable:
1.
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Election
of directors:
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For
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Withhold
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Broker Non-Vote
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(1) Lieutenant General Emil R. Bedard
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8,279,506
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987,782
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4,014,444
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(2) Jack A. Davis
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8,297,615
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969,673
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4,014,444
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(3) William P. Georges
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8,335,349
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931,939
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4,014,444
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(4) Bryan Lewis
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9,240,334
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26,954
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4,014,444
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(5) Amelia L. Ruzzo
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9,189,200
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78,088
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4,014,444
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(6) Guy L. Smith
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9,201,159
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66,129
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4,014,444
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(7) David E. Ullman
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9,185,951
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81,337
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4,014,444
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(8) Dylan Glenn
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9,239,581
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27,707
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4,014,444
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2.
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Ratify
the appointment of EisnerAmper, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year
ending December 31, 2020.
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For
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Against
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Abstain
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13,254,513
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22,580
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4,639
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3.
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Approve
an amendment to Intellicheck’s 2015 Omnibus Incentive Plan.
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For
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Against
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Abstain
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Broker Non-Vote
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9,107,841
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142,284
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17,163
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4,014,444
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4.
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Advisory
vote to approve the compensation of our named executive officers.
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For
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Against
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Abstain
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Broker Non-Vote
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9,121,428
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124,814
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21,046
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4,014,444
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5.
Advisory vote to approve the frequency of future advisory votes to approve of executive compensation.
3 Years
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2 Years
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1 Year
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Abstain
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Broker Non-Vote
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293,382
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182,309
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8,772,401
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19,196
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4,014,444
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Based
on the foregoing, the Company will hold advisory votes to approve executive compensation on an annual basis.
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 thereunto duly authorized.
Dated:
May 14, 2020
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INTELLICHECK,
INC.
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By:
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/s/
Bill White
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Bill
White
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Chief
Financial Officer, Chief Operating Officer
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