Business Context and Reporting Period
This Form 8-K reports on the 2021 Annual Meeting of Stockholders for Verb Technology Company, Inc. (trading as VERB), held on October 22, 2021. The company is incorporated in Nevada and its principal executive offices are located in American Fork, Utah. The filing details the outcomes of three proposals submitted to security holders.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity is not provided in this document.
Material Changes and Voting Results
The following proposals were approved at the Annual Meeting:
- Proposal One (Election of Directors): Six directors were elected to the board. All nominees received significant support, though there were notable broker non-votes (21,856,261) for each nominee.
- Rory J. Cutaia: 16,831,810 votes for; 110,781 withheld.
- James P. Geiskopf: 16,019,742 votes for; 922,849 withheld.
- Phillip J. Bond: 14,892,553 votes for; 2,050,038 withheld.
- Kenneth S. Cragun: 14,974,794 votes for; 1,967,797 withheld.
- Nancy Heinen: 16,219,496 votes for; 723,095 withheld.
- Judith Hammerschmidt: 15,673,031 votes for; 1,269,560 withheld.
- Proposal Two (Ratification of Auditors): The selection of Weinberg & Company, P.A. as the independent registered public accounting firm was ratified.
- For: 38,559,868 votes
- Against: 80,316 votes
- Abstain: 158,668 votes
- Proposal Three (Adjournment): The proposal to adjourn the meeting if necessary was approved.
- For: 37,127,472 votes
- Against: 1,576,864 votes
- Abstain: 94,516 votes
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors. It is strictly a record of the voting results from the Annual Meeting.
Investor Verification Checklist
- Verify the composition of the newly elected Board of Directors against the company's latest proxy statement.
- Confirm the appointment of Weinberg & Company, P.A. as the independent auditor for the upcoming fiscal period.
- Review the high volume of broker non-votes (approx. 21.8 million) to understand the extent of shares held in street name that did not receive voting instructions.
- Consult the company's most recent 10-K or 10-Q for financial performance data, as this 8-K contains no financial metrics.