Filing Overview
Nocera, Inc. filed a Form 8-K dated December 15, 2023, reporting matters from its virtual 2023 annual shareholder meeting and a change in the status of director Song-Yuan Teng. The filing was signed on December 21, 2023. The company is headquartered in New Taipei City, Taiwan, and its common stock trades on Nasdaq under the symbol NCRA.
Financial Metrics and Liquidity
This Form 8-K does not provide revenue, profitability, cash flow, margin, debt, liquidity, or other operating-financial metrics. It also does not include financial guidance or an updated business outlook.
Material Changes
- Song-Yuan Teng was determined to no longer qualify as an independent director because of his increased involvement in the company’s day-to-day operations.
- Mr. Teng resigned as an independent director effective December 18, 2023, and was appointed as a non-independent director effective the same date. The filing states that the change was not related to any disagreement with the company regarding financials, operations, policies, or practices.
- No director compensation agreement, appointment arrangement, or related-party transaction requiring disclosure under Item 404(a) was reported for Mr. Teng.
Annual Meeting Results
As of the October 26, 2023 record date, the company had 10,039,295 common shares outstanding. A total of 7,539,482 shares, or approximately 75.09% of outstanding voting shares, were represented at the December 15, 2023 meeting, constituting a quorum.
| Proposal | Result |
|---|---|
| Election of five director nominees | All nominees elected to serve until the 2024 annual meeting or until earlier replacement, resignation, death, or removal. |
| Ratification of Centurion ZD CPA & Co. as independent registered public accounting firm for fiscal 2023 | Approved. |
Votes for the director nominees ranged from 7,154,884 to 7,189,794, with no votes withheld and 346,754 broker non-votes for each nominee. The auditor ratification received 7,534,489 votes for, 2,020 against, and 2,973 abstentions.
Outlook, Risks, and Unusual Items
The filing provides no financial outlook, forward guidance, contingencies, litigation update, or unusual financial item. The principal governance matter is the reclassification of Mr. Teng from independent to non-independent director, which may affect the composition of the board and its committees.
Investor Verification Items
- Verify the effective dates and Nasdaq independence implications of Mr. Teng’s director-status change.
- Review the company’s subsequent filings for any changes to board committees, committee independence, or director compensation.
- Review the company’s fiscal 2023 financial statements for revenue, earnings, cash flow, debt, liquidity, and auditor-related information not included in this filing.
- Confirm the appointment and continued engagement of Centurion ZD CPA & Co. as the independent registered public accounting firm.