Business Context and Reporting Period
This Form 8-K reports on the 2022 Annual Meeting of Stockholders for Verb Technology Company, Inc. (trading as VERB), held on October 21, 2022. The meeting was conducted via live webcast. As of the record date on August 24, 2022, the company had 102,430,979 shares of common stock outstanding, with 59,991,368 shares present or represented by proxy at the meeting.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting results. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes and Voting Results
Three proposals were presented and approved by the stockholders:
- Proposal One (Election of Directors): Six nominees were elected to the Board of Directors. While all were elected, significant broker non-votes (34,338,651) were recorded for each nominee. Votes withheld ranged from approximately 991,000 to 2.3 million depending on the nominee.
- Proposal Two (Ratification of Auditors): Stockholders ratified the selection of Weinberg & Company, P.A. as the independent registered public accounting firm. The vote was overwhelmingly in favor (59,449,452 For vs. 211,579 Against).
- Proposal Three (Executive Compensation): Stockholders approved, on a non-binding advisory basis, the compensation of named executive officers. The vote was 22,978,299 For, 2,435,267 Against, and 239,151 Abstain.
Guidance, Outlook, and Risks
This filing does not contain management commentary, financial guidance, outlook, risk factors, or contingencies. It strictly details the outcomes of the shareholder vote.
Key Facts for Investor Verification
- Verify the specific compensation details for named executive officers referenced in Proposal Three by reviewing the definitive proxy statement (Schedule 14A) filed on September 6, 2022.
- Note the high volume of broker non-votes (34,338,651) on the director election, which indicates a significant portion of shares held in street name did not receive voting instructions for this specific proposal.
- Confirm the tenure of the newly elected directors, who serve until the next annual meeting or until their successors are elected.
- Review the Schedule 14A for detailed biographical information on the elected directors and the rationale for the auditor selection.