株探米国株
英語
エドガーで原本を確認する
false 0000924383 0000924383 2024-03-14 2024-03-14
 
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): March 14, 2024
 
Genasys Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-24248
 
87-0361799
(State or Other Jurisdiction of
Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
16262 West Bernardo Drive
San Diego, California 92127
(Address of Principal Executive Offices)
 

 
858-676-1112
(Registrant’s telephone number, including area code)
 
N/A
(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 240.14.a-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 Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $.00001 par value per share
GNSS
NASDAQ Capital Market
 






 
Item 5.07          Submission of Matters to a Vote of Security Holders.
 
The Company held its Annual Meeting of Stockholders on March 14, 2024. The following is a brief description of each matter voted upon at the 2024 Annual Meeting, as well as the number of votes cast for, against or withheld as to each matter and the number of abstentions and broker non-votes with respect to each matter:
 
Election of Directors:
 
The five individuals listed below were elected at the 2024 Annual Meeting to serve for a one-year term on the Company’s Board of Directors:
 
 
Number of Shares
Number of Shares
 
Nominee
Voted For
Withheld
Broker Non-Votes
Scott L. Anchin
15,638,261
823,998
13,057,287
Richard S. Danforth
15,552,916
909,343
13,057,287
Susan Lee
14,910,684
1,551,575
13,057,287
Richard H. Osgood III
15,690,383
771,876
13,057,287
Caltha Seymour
14,844,369
1,617,890
13,057,287
 
Ratification of Independent Registered Public Accounting Firm:
 
The ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2024, was approved by the following votes:
 
For
Against
Abstain
27,834,270
1,494,188
191,088
 
Advisory Vote on the Compensation of the Company’s Named Executive Officers:
 
The compensation of the Company’s named executive officers as described in its Proxy Statement was approved, on an advisory, non-binding basis, by the following votes:
 
For
Against
Abstain
Broker Non-Votes
14,788,662
885,602
787,995
13,057,287
 






 
Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers:
 
The stockholders, voted on an advisory, non-binding basis, that the frequency of the advisory vote on compensation of named executive officers should be as follows:
 
One Year
Two Years
Three Years
Abstain
14,803,597
78,673
457,599
1,122,390
       
 
Consistent with the votes cast with respect to this matter, the Company's board of directors has determined to hold an advisory vote on compensation of named executive officers every year.
 






 
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.
 
Genasys Inc.
Date: March 19, 2024
By:
/s/ Dennis D. Klahn
Dennis D. Klahn
Chief Financial Officer