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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 8, 2023

 

NEONODE INC.

(Exact name of issuer of securities held pursuant to the plan)

 

Commission File Number 1-35526

 

Delaware   94-1517641

(State or other jurisdiction

of incorporation)

  

(I.R.S. Employer

Identification No.)

 

Karlavägen 100, 115 26 Stockholm, Sweden

(Address of Principal Executive Office, including Zip Code)

 

+46 (0) 8667 17 17

Registrant’s telephone number, including area code:

 

Not Applicable

(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 (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ 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, par value $0.001 per share   NEON   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 8, 2023, Neonode Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders. The following matters were voted upon and approved:

 

  1. Messrs. Peter Lindell and Per Löfgren were reelected to the Board of Directors for a three-year term as a Class III directors.

 

  2. Stockholders ratified the appointment of KMJ Corbin & Company LLC to serve as the Company’s independent auditors for the year ended December 31, 2023.

 

  3. Stockholders indicated their approval, on an advisory basis, of the compensation of the Company’s named executive officers (the Say-on-Pay vote).

 

The results of the votes were as follows:

 

Election of Directors  Votes For   Withheld   Broker
Non-Votes		 
Elect Peter Lindell to a three-year term to the Board of Directors   4,451,709    27,234    932,349 
Elect Per Löfgren to a three-year term to the Board of Directors   4,465,893    13,050    932,349 

 

Proposal 2  Votes For   Votes
Against		   Abstentions   Broker
Non-Votes		 
Ratification of Appointment of KMJ Corbin and Company   5,393,795    6,281    11,216    - 

 

Proposal 3  Votes For   Votes
Against		   Abstentions   Broker
Non-Votes		 
Advisory vote on named executive officer compensation (the Say-on-Pay vote)   4,320,735    156,941    1,267    932,349 

 

1

 

 

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 thereunto duly authorized.

 

Date: June 9, 2023 NEONODE INC.
     
  By: /s/ Fredrik Nihlén
  Name: Fredrik Nihlén
  Title: Chief Financial Officer

 

 

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