Current Report Filing (8-k)
August 22 2022 - 12:05PM
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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):
August 16, 2022
CREATIVE REALITIES, INC.
(Exact name of registrant as specified in its charter)
Minnesota |
|
001-33169 |
|
41-1967918 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
13100 Magisterial Drive, Suite 100, Louisville, KY |
|
40223 |
(Address of principal executive offices) |
|
(Zip Code) |
(502) 791-8800
(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:
☐ |
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 $0.01 per share |
|
CREX |
|
The Nasdaq Stock Market LLC |
Warrants to purchase Common Stock |
|
CREXW |
|
The Nasdaq Stock Market LLC |
Item 5.07 Submission to a Vote of Security Holders.
On August 16, 2022, Creative
Realities, Inc. (the “Company”) held an annual meeting of shareholders (the “Annual Meeting”) in Louisville, Kentucky.
As of June 17, 2022, the record date for the Annual Meeting, 21,729,021 shares of Common Stock of the Company (“Common Stock”)
were issued and outstanding. Each share of Common Stock entitled its holder to cast one vote. The items voted on at the Annual Meeting
and the results of such voting are set forth below:
(1) The Company’s shareholders
reelected its five directors to serve on the Board of Directors of the Company. The shareholders present in person or by proxy cast the
following numbers of votes in connection with the election of directors, resulting in the reelection of all five nominees:
Nominee | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
Dennis McGill | |
| 8,210,060 | | |
| 379,034 | | |
| 3,816,839 | |
David Bell | |
| 8,499,873 | | |
| 89,221 | | |
| 3,816,839 | |
Donald A. Harris | |
| 8,500,196 | | |
| 88,898 | | |
| 3,816,839 | |
Richard Mills | |
| 8,237,223 | | |
| 351,871 | | |
| 3,816,839 | |
Stephen Nesbit | |
| 8,343,957 | | |
| 245,137 | | |
| 3,816,839 | |
(2) The Company’s shareholders
ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2022. There were 12,441,386 votes cast for the proposal and 7,324 votes cast against the proposal. 65,185 votes
abstained, and there were no broker non-votes.
(3) Pursuant to an advisory
“say-on-pay” vote, the shareholders approved the compensation of the Company’s executive officers as described in the
Company’s proxy statement. There were 8,104,160 votes cast for the proposal and 451,039 votes cast against the proposal. 33,895
votes abstained, and there were 3,816,839 broker non-votes.
(4) Pursuant to an advisory
vote regarding the frequency of future “say-on-pay” votes, the shareholders approved conducting “say-on-pay” votes
every 3 years. There were 1,798,514 votes cast for conducting “say-on-pay” votes every year; 1,002,162 votes cast for conducting
“say-on-pay” votes every two years; and 5,705,328 votes cast for conducting “say-on-pay” votes every three years.
83,090 votes abstained, and there were 3,816,839 broker non-votes.
No other items were presented
for shareholder approval at the Annual Meeting.
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.
|
Creative Realities, Inc. |
|
(Registrant) |
|
|
Date: August 22, 2022 |
By: |
/s/ Will Logan |
|
|
Will
Logan
|
|
|
Chief Financial Officer |
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