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): June 3, 2024
SOBR SAFE, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | | 000-53316 | | 26-0731818 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
6400 S. Fiddlers Green Circle, Suite 1400
Greenwood Village, Colorado 80111
(Address of principal executive offices) (zip code)
(844) 762-7723
(Registrant’s telephone number, including area code)
(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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | | SOBR | | The Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
See Item 5.07 for further information regarding the election of directors at the annual stockholders’ meeting held on June 3, 2024.
Item 5.07. Submission of Matters to a Vote of Security Holders.
SOBR Safe, Inc. (the “Company”) convened its 2024 Annual Stockholder Meeting (the “Annual Meeting”) virtually on Monday, June 3, 2024 at 1:00 p.m. Mountain Time via webcast at www.virtualshareholdermeeting.com/SOBR2024. A quorum was present for the Annual Meeting.
At the Annual Meeting, four proposals were submitted to the stockholders for approval as set forth in the 2024 Proxy Statement as filed with the Securities and Exchange Commission on May 13, 2024. As of the record date, April 24, 2024, a total of 20,007,465 shares of common stock of the Company were issued and a total of 19,995,136 shares of common stock were outstanding and entitled to vote. The holders of record of 6,787,124 shares of common stock were present or represented by proxy at said meeting for a total of 6,787,124 votes represented at the meeting. Such amount represented 33.94% of the total shares outstanding and entitled to vote at the Annual Meeting.
At the Annual Meeting, the stockholders approved all four proposals submitted. The final votes on the proposals were cast as set forth below:
| 1. | Proposal No. 1 – Election of Directors. The stockholders elected the director nominees presented to the stockholders – Steven Beabout, Noreen Butler, Ford Fay, David Gandini, and Sandy Shoemaker – to serve until the Company’s next annual meeting of stockholders, or until their respective successors are duly elected and qualified. |
Name | | Shares FOR | | WITHHOLD Authority To Vote | | Broker Non-Vote |
Steven Beabout | | 6,461,455 | | 325,669 | | 0 |
Noreen Butler | | 6,463,501 | | 323,623 | | 0 |
Ford Fay | | 6,471,369 | | 315,755 | | 0 |
David Gandini | | 6,498,155 | | 288,969 | | 0 |
Sandy Shoemaker | | 6,363,886 | | 423,238 | | 0 |
| 2. | Proposal No. 2 – Say-on-Pay. The stockholders approved, by a nonbinding “say-on-pay” advisory vote, the compensation of our named executive officers. |
Shares FOR | | Shares AGAINST | | ABSTAIN | | Broker Non-Vote |
6,051,574 | | 630,703 | | 104,847 | | 0 |
| 3. | Proposal No. 3 – Say-When-On-Pay. The stockholders voted to conduct future advisory votes on the compensation of the Company’s named executive officers every three years. |
Three Years | | Two Years | | One Year | | ABSTAIN | | Broker Non-Vote |
3,688,256 | | 105,417 | | 2,934,287 | | 59,164 | | 0 |
| 4. | Proposal No. 4 – Reverse Stock Split. The stockholders approved the grant to the Board of Directors of discretion (if necessary to maintain a listing of the Company’s common stock on the Nasdaq Capital Market) to amend the Company’s certificate of incorporation to implement a reverse stock split of the outstanding shares of common stock in a range from one-for-two (1:2) up to one-for-one hundred fifty (1:150), or anywhere between, as may be determined by the Board of Directors on or before December 31, 2024 |
Shares FOR | | Shares AGAINST | | ABSTAIN |
6,248,856 | | 515,198 | | 23,070 |
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.
| SOBR Safe, Inc. a Delaware corporation | |
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Dated: June 6, 2024 | By: | /s/ David Gandini | |
| | David Gandini, Chief Executive Officer | |
