Current Report Filing (8-k)
June 28 2022 - 3:31PM
Edgar (US Regulatory)
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2022-06-23
2022-06-23
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: June 23, 2022
(Date of earliest event reported)
FALCONSTOR SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
000-23970 |
|
77-0216135 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
701 Brazos Street, Suite 400,
Austin, TX 78701
(Address of principal executive offices, including
zip code)
631-777-5188
(Registrant’s telephone number, including
area code)
N/A
(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))
Securities
registered pursuant to Section 12(b) of the Act: None.
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 June 23, 2022, FalconStor
Software, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) for the purposes
of voting on the matters disclosed in its definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission
on May 24, 2022. As of the record date of May 23, 2022, there were 7,083,692 shares of common stock, par value $0.001 per share (“Common
Stock”), outstanding and entitled to notice of and to vote at the Annual Meeting as well as an additional 87,815 shares that could
vote pursuant to the terms of the Company’s outstanding Series A Preferred Stock. The final voting for the matters
submitted to a vote of stockholders is as follows:
Proposal No. 1 — Election of Directors
At the Annual Meeting, stockholders
voted for the election of one director for a three-year term until the annual meeting of stockholders to be held in 2025 or until his
successor is elected and qualified. The Company’s nominee for director received the requisite plurality of the votes cast by the
holders of shares present at the Annual Meeting in person or by proxy and entitled to vote thereon, and, accordingly, were elected to
the Company’s Board of Directors. The number of votes cast for and withheld from the nominee is set forth below:
Nominee |
|
Votes For |
|
Votes Withheld |
|
Broker Non-Votes |
Todd Brooks |
|
4,467,046 |
|
1,379 |
|
1,687,066 |
Proposal No. 2 — Approval of Say on Pay Proposal
The proposal for the approval
of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers was approved by a majority
of the votes cast as follows:
Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
4,449,942 |
|
18,420 |
|
63 |
|
1,687,066 |
Proposal No. 3 — Independent Registered Public Accounting
Firm
The proposal for the ratification
of the selection of Marcum LLP as the Company’s independent registered public accountants for the current fiscal year ending December
31, 2022 was approved by a majority of the votes cast as follows:
Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
6,111,683 |
|
4,267 |
|
39,541 |
|
— |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto
duly authorized.
Date: June 28, 2022 |
FALCONSTOR SOFTWARE, INC. |
|
|
|
|
|
By: |
/s/ Vincent Sita |
|
|
Name: |
Vincent Sita |
|
|
Title: |
Chief Financial Officer |
Exhibit Index
Exhibit No. |
Description |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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