bkyi20190614

8-K 1 bkyi20190614_8k.htm FORM 8-K bkyi20190614_8k.htm

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 13, 2019

BIO-KEY INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13463	41-1741861
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3349 Highway 138, Building A, Suite E

Wall, NJ 07719

(Address of Principal Executive Offices)

07719

(Zip Code)

(Registrant's telephone number, including area code): (732) 359-1100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which

registered

Common Stock, $0.0001 par value

BKYI

Nasdaq Capital Market

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))

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.

BIO-key International, Inc. (the “Company,”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday June 13, 2019. All holders of record of the Company’s common stock outstanding as of the close of business on April 22, 2019 were entitled to vote at the Annual Meeting. At the Annual Meeting, stockholders approved the proposals set forth below. Each of the proposals is more fully described in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 30, 2019.

1. Proposal to elect the following nominees to serve as members of the Company’s board of directors for a one-year term: Michael W. DePasquale, Wong Kwok Fong (Kelvin), Thomas Gilley, Thomas E. Bush, III, Pieter Knook, Robert J. Michel, Fabian Shin and Yao Jianhui. Each of the nominees were elected and the final voting results were as follows:

Name

Michael DePasquale

Wong Kwok Fong (Kelvin)

Thomas Gilley

Thomas E. Bush, III

Pieter Knook

Robert J. Michel

Fabian Shin

Yao Jianhui

Votes For

5,000,654

5,266,343

5,103,330

5,042,675

5,266,265

5,179,710

5,092,505

5,086,990

Withheld

541,822

276,133

439,146

499,801

276,211

362,766

449,971

455,486

Broker Non-Votes

4,951,344

2. Proposal to adopt an amendment to the BIO-key International, Inc. 2015 Equity Incentive Plan. The proposal was approved and the final voting results were as follows:

Votes For

4,869,596

Votes Against

592,475

Abstentions

80,405

Broker Non-Votes

4,951,344

3. Proposal to ratify the selection of Rotenberg Meril Solomon Bertiger & Guttilla, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2019. The proposal was approved and the final voting results were as follows:

Votes For

9,369,799

Votes Against

627,269

Abstentions

496,752

Broker Non-Votes

4. Proposal to approve, on a non-binding and advisory basis, the compensation paid to the Company’s named executive officers. The proposal was approved and the final voting results were as follows:

Votes For

4,840,310

Votes Against

564,059

Abstentions

138,107

Broker Non-Votes

4,951,344

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.

	BIO-key International, Inc.



Date: June 14, 2019	By:	/s/ Cecilia Welch
		Cecilia Welch
		Chief Financial Officer