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VERB Verb Technology

Filed: 22 Oct 21, 5:00pm

 

 

 

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):October 22, 2021

 

Verb Technology Company, Inc.
(Exact Name of Registrant as Specified in Charter)

 

Nevada 001-38834 90-1118043
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

 

782 S. Auto Mall Drive  
American Fork, Utah 84003
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code:(855) 250-2300

 

 

 

(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, par value $0.0001 VERB The Nasdaq Stock Market LLC
Common Stock Purchase Warrants VERBW The Nasdaq Stock Market LLC

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Verb Technology Company, Inc. (the “Company”) was held on October 22, 2021. The following proposals were approved at the Annual Meeting by the votes indicated:

 

Proposal One: To elect six directors to the Company’s board of directors. The nominees for election were Rory J. Cutaia, James P. Geiskopf, Phillip J. Bond, Kenneth S. Cragun, Nancy Heinen and Judith Hammerschmidt.

 

The following nominees were elected by the votes indicated to serve as directors until the next annual meeting of stockholders or until their successors are duly elected and qualified:

 

Name Total Votes for Director  Total Votes Withheld from Director  Total Broker Non-Votes 
Rory J. Cutaia  16,831,810   110,781   21,856,261 
James P. Geiskopf  16,019,742   922,849   21,856,261 
Phillip J. Bond  14,892,553   2,050,038   21,856,261 
Kenneth S. Cragun  14,974,794   1,967,797   21,856,261 
Nancy Heinen  16,219,496   723,095   21,856,261 
Judith Hammerschmidt  15,673,031   1,269,560   21,856,261 

 

Proposal Two: To ratify the selection of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm.

 

  Total Votes 
For  38,559,868 
Against  80,316 
Abstain  158,668 
Broker Non-Votes  N/A 

 

Proposal Three: To consider and vote upon a proposal to adjourn the Annual Meeting, if necessary or appropriate.

 

  Total Votes 
For  37,127,472 
Against  1,576,864 
Abstain  94,516 
Broker Non-Votes  N/A 

 

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SIGNATURE

 

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 hereunto duly authorized.

 

Date: October 22, 2021Verb Technology Company, Inc.
   
 By:/s/ Rory J. Cutaia
 Name:Rory J. Cutaia
 Title:President and Chief Executive Officer

 

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