false 0000909494 0000909494 2023-09-07 2023-09-07
 
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): September 7, 2023
 
 
TUCOWS INC
(Exact Name of Registrant Specified in Charter)
 
Pennsylvania
0-28284
23-2707366
(State or Other
(Commission File
(IRS Employer
Jurisdiction of
Number)
Identification No.)
Incorporation)
    
 
96 Mowat Avenue, Toronto, Ontario, Canada
  
M6K 3M1
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (416) 535-0123
 
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:
 
☐
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))
 
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. ☐
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock
  
TCX
  
NASDAQ
 
 
 
 
Item 5.07.               Submission of Matters to a Vote of Security Holders.
 
Tucows Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on September 7, 2023. The following matters, all of which were set forth in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on July 28, 2023, were voted on at the Annual Meeting. The results of such voting are as indicated below.
 
1. Election of Directors
 
The Company’s shareholders voted upon and elected the following nominees to serve on the Company’s Board of Directors for a term of one year expiring at the 2023 Annual Meeting of Shareholders.
 
Nominee for Director
Votes For
Authority Withheld
Erez Gissin
5,975,262
922,211
Elliot Noss
6,830,743
66,730
Jeffery Schwartz
5,445,121
1,452,352
Allen Karp
5,519,963
1,377,510
Robin Chase 5,409,026 1,488,447
Marlene Carl 6,867,143 30,330
Lee Matheson 6,878,682 18,791
Gigi Sohn 6,878,357 19,116
 
There were 540,419 broker non-votes with respect to the election of directors.
 
2. Non-Binding Advisory Vote on the Compensation of Named Executive Officers
 
The Company’s shareholders voted upon and approved, on a non-binding basis, the compensation of the Company’s named Executive Officers as disclosed in the Proxy Statement
 
For
  
Against
  
Abstain
6,352,685
  
529,865
  
14,923
 
 
3. Non-Binding Advisory Vote on the Frequency of Non-Binding Advisory Votes on the Compensation of Named Executive Officers
 
The Company’s shareholders voted upon and recommended, on a non-binding advisory basis, that a shareholder non-binding advisory vote on the compensation of the Company’s named Executive Officers should occur every three years. 
 
1 Year
  
2 years
  
3 Years
  
Abstain
2,519,480
  
34,249
  
4,337,851
  
5,893
 
 
4. Ratification of Appointment of Independent Auditors
 
The Company’s shareholders voted upon and ratified the appointment of Deloitte LLP as the independent auditors of the Company and its subsidiaries for the fiscal year ending December 31, 2023 
 
For
  
Against
  
Abstain
7,423,746
  
10,415
  
3,731
 
 
 
 
SIGNATURE
 
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.
 
 
TUCOWS INC.
  
       
 
By:
/s/ Davinder Singh
  
   
Davinder Singh
Chief Financial Officer
  
Dated: September 8, 2023
 
 
v3.23.2
Document And Entity Information
Sep. 07, 2023
Document Information [Line Items]  
Entity, Registrant Name TUCOWS INC
Document, Type 8-K
Document, Period End Date Sep. 07, 2023
Entity, Incorporation, State or Country Code PA
Entity, File Number 0-28284
Entity, Tax Identification Number 23-2707366
Entity, Address, Address Line One 96 Mowat Avenue
Entity, Address, City or Town Toronto
Entity, Address, State or Province ON
Entity, Address, Country CA
Entity, Address, Postal Zip Code M6K 3M1
City Area Code 416
Local Phone Number 535-0123
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Title of 12(b) Security Common Stock
Trading Symbol TCX
Security Exchange Name NASDAQ
Amendment Flag false
Entity, Central Index Key 0000909494
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