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NEON Neonode

Filed: 30 Sep 20, 4:31pm

 

 

 

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): September 29, 2020

 

NEONODE INC.

(Exact name of issuer of securities held pursuant to the plan)

 

Delaware 1-35526 94-1517641

(State or other jurisdiction

of incorporation)

 

Commission

File Number

 (I.R.S. Employer
Identification No.)

 

Storgatan 23C, 114 55 Stockholm, Sweden

(Address of Principal Executive Office, including Zip Code)

 

+46 (0) 8 667 17 17

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 (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))

 

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.   ☐

 

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 $0.001 per share NEON The Nasdaq Stock Market LLC

 

 

 

 

 

 

  

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

On September 29, 2020, Neonode Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders. The following matters were considered and voted upon:

 

 1.Mr. Peter Lindell and Mr. Per Löfgren were reelected to the Board of Directors for a three-year term as Class III directors.

 

 2.Stockholders ratified the appointment of KMJ Corbin & Company LLC to serve as the Company’s independent auditors for the year ended December 31, 2020.

 

 3.Stockholders indicated their approval on the advisory vote related to named executive officer compensation.

 

 4.Stockholders approved the Neonode Inc. 2020 Stock Incentive Plan.

 

 5.Stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock underlying preferred stock sold in the Company’s August 5, 2020 private placement.

 

 6.Stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(c), the issuance of shares of common stock underlying preferred stock sold to directors and an officer of the Company in the Company’s August 5, 2020 private placement.

 

 7.Stockholders approved the amendment to the Company’s Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock to 25,000,000 shares.

 

 

 

The results of the vote were as follows:

 

Election of Directors Votes For  Withheld  Broker
Non-Votes
 
Elect Mr. Peter Lindell to a three-year term to the Board of Directors  4,687,346   2,873   538,827 
Elect Mr. Per Löfgren to a three-year term to the Board of Directors  4,680,468   9,751   538,827 

 

Proposal 2 Votes For  Votes
Against
  Abstentions  Broker
Non-Votes
 
Ratification of Appointment of KMJ Corbin and Company  5,634,926   7,379   3,878   0 

 

Proposal 3 Votes For  Votes
Against
  Abstentions  Broker
Non-Votes
 
Advisory vote on named executive officer compensation (the “Say-on-Pay” vote)  4,655,449   26,331   8,439   538,827 

 

Proposal 4 Votes For  Votes
Against
  Abstentions  Broker
Non-Votes
 
Approve the 2020 Stock Incentive Plan  4,643,250   46,156   813   538,827 

     

Proposal 5 Votes For  Votes
Against
  Abstentions  Broker
Non-Votes
 
Approve for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock in the August 2020 private placement  4,663,416   26,386   417   538,827 

  

Proposal 6 Votes For  Votes
Against
  Abstentions  Broker
Non-Votes
 
Approve for purposes of complying with Nasdaq Listing Rule 5635(c), the issuance of shares of common stock to insiders in the August 2020 private placement  4,663,483   26,331   405   538,827 

 

Proposal 7 Votes For  Votes
Against
  Abstentions  Broker
Non-Votes
 
Approve the increase in authorized common stock  5,487,928   138,742   7,978   11,535 

 

 

 

 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.

 

 NEONODE INC.
   
 By:/s/ Maria Ek
 Name:  Maria Ek
 Title:Chief Financial Officer,
  Vice President, Finance,
  Treasurer and Secretary

 

Date: September 30, 2020