Current Report Filing (8-k)
17 December 2022 - 8:06AM
Edgar (US Regulatory)
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0001086745
2022-12-14
2022-12-14
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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): December 14, 2022
AYRO,
Inc.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
001-34643 |
|
98-0204758 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(IRS
Employer
Identification
No.) |
AYRO,
Inc.
900
E. Old Settlers Boulevard, Suite 100
Round
Rock, Texas 78664
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: 512-994-4917
(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)) |
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.0001 per share |
|
AYRO |
|
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
December 14, 2022, AYRO, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”).
At the Company’s Annual Meeting, holders of the Company’s common stock and Series H-6 Convertible Preferred Stock with a
total voting power of 13,730,380 shares were present in person (including virtually) or represented by proxy. The matters submitted for
a vote and the related results are set forth below. A more detailed description of the proposals was included in the Company’s
definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on October 26, 2022 (the “2022
Proxy”).
| |
(1) |
Election
of seven directors to serve on the Board for a term of one year or until their successors are elected and qualified: |
| Nominee | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
| Thomas M. Wittenschlaeger | |
| 4,368,125 | | |
| 317,972 | | |
| 9,044,283 | |
| Joshua Silverman | |
| 2,322,219 | | |
| 2,363,878 | | |
| 9,044,283 | |
| Wayne R. Walker | |
| 4,174,103 | | |
| 511,994 | | |
| 9,044,283 | |
| George Devlin | |
| 4,228,364 | | |
| 457,733 | | |
| 9,044,283 | |
| Sebastian Giordano | |
| 4,230,879 | | |
| 455,218 | | |
| 9,044,283 | |
| Zvi Joseph | |
| 3,438,712 | | |
| 1,247,385 | | |
| 9,044,283 | |
| Greg Schiffman | |
| 3,396,369 | | |
| 1,289,728 | | |
| 9,044,283 | |
| |
(2) |
Ratification
of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2022: |
| Votes For | |
Votes Against | | |
Votes Abstaining | |
| 13,041,915 | |
| 482,740 | | |
| 205,725 | |
The
proposals described above were acted upon by the Company’s stockholders at the Annual Meeting and received a sufficient number
of votes to be approved.
For
more information about the foregoing proposals, see the Company’s 2022 Proxy, the relevant portions of which are incorporated herein
by reference.
The
results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.
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.
| |
AYRO,
INC. |
| |
|
|
| Date:
December 16, 2022 |
By: |
/s/
Thomas M. Wittenschlaeger |
| |
|
Thomas
M. Wittenschlaeger |
| |
|
Chief
Executive Officer |
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