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clro20200102_8k.htm

 

 

 

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): January 2, 2020 (December 30, 2019)

 

ClearOne, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33660

 

87-0398877

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

5225 Wiley Post Way, Suite 500, Salt Lake City, Utah

 

84116

(Address of principal executive offices)

 

(Zip Code)

 

+1 (801) 975-7200

(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 communication 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, $0.001

CLRO

The NASDAQ Capital Market

 

 
 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On December 30, 2019, ClearOne, Inc. (the “Company”) held its 2019 annual meeting of shareholders (the “Annual Meeting”) at which shareholders voted on the three proposals listed below. The final voting results with respect to each proposal are also set forth below. As of December 10, 2019, the record date for the Annual Meeting, there were 16,646,323 shares of common stock issued and outstanding.

 

1. Election of Directors: All four directors were re-elected to serve terms expiring at the 2020 annual meeting of shareholders or until their successors are duly elected and qualified.

 

 Nominee

 

Votes For (1)

 

Votes withheld

Zeynep Hakimoglu

 

13,433,592

 

52,731

Larry R. Hendricks

 

13,428,812

 

57,511

Eric L. Robinson

 

13,428,812

 

57,511

Bruce Whaley

  

13,434,170

  

52,153

 

2. Advisory Vote on the compensation of the Company’s named executive officers: Shareholders approved the compensation of the Company’s named executive officers.

 

Votes For

 

Votes Against

 

Votes Abstained

13,388,606

 

86,267

 

11,450

 

3. Advisory Vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers: Shareholders approved an advisory vote once every three years.

 

1 Year

 

2 Years

   3 Years Abstained

825,845

 

8,775

   12,646,841 4,862

 

In accordance with Item 5.07(d) of Form 8-K, the Company hereby discloses its intention to include in its proxy materials an advisory vote on the compensation of its named executive officers once every three years in accordance with the results of the advisory vote on the frequency of the advisory vote on executive compensation at the Annual Meeting.

 

 
 

 

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.

 

 

CLEARONE, INC.

 

 

 

Date: January 2, 2020

By:

/s/ Zeynep Hakimoglu

 

 

Zeynep Hakimoglu

 

 

Chief Executive Officer

(Principal Executive Officer)