Business Context and Reporting Period
This Form 8-K reports on the 2022 Annual Meeting of Stockholders held by ONE STOP SYSTEMS, INC. on May 18, 2022. The meeting was conducted in a virtual format. As of the record date (March 25, 2022), the company had 18,878,183 shares of common stock issued and outstanding.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
No material financial changes are reported in this document. The filing details the outcome of stockholder votes on corporate governance matters.
Guidance, Outlook, and Voting Results
The filing provides the final voting results for two proposals:
- Proposal No. 1 (Election of Directors): Seven directors were elected. Voting results varied by nominee:
- David Raun: 7,989,711 votes For; 64,102 votes Withheld.
- Sita Lowman: 7,912,638 votes For; 141,175 votes Withheld.
- Greg Matz: 7,823,043 votes For; 230,769 votes Withheld.
- Gioia Messinger: 7,710,445 votes For; 343,367 votes Withheld.
- Jack Harrison: 4,964,642 votes For; 3,089,170 votes Withheld.
- Kenneth Potashner: 4,826,903 votes For; 3,226,909 votes Withheld.
- Kimberly Sentovich: 4,654,720 votes For; 3,399,093 votes Withheld.
There were 2,818,920 broker non-votes for all director nominees.
- Proposal No. 2 (Ratification of Auditors): Stockholders ratified the appointment of Haskell & White LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022.
- Votes For: 9,935,427
- Votes Against: 22,075
- Abstentions: 915,230
Approximately 57.59% of outstanding shares were represented at the meeting, establishing a quorum.
Investor Verification Checklist
- Verify the full text of the Definitive Proxy Statement (Schedule 14A) filed on April 19, 2022, for detailed background on the director nominees and auditor appointment.
- Review the company's most recent 10-K or 10-Q filings for financial performance metrics, as this 8-K contains no financial data.
- Confirm the tenure and qualifications of the newly elected directors, particularly those with significant "Votes Withheld" (e.g., Kenneth Potashner and Kimberly Sentovich).