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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): May 7, 2025
Intellicheck, Inc.
(Exact name of registrant as specified in charter)
Delaware 001-15465 11-3234779
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
200 Broadhollow Road, Suite 207, Melville, NY
11747
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (516) 992-1900
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 A2. 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, $.001 par value IDN
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. o On May 7, 2025, Intellicheck, Inc. (the “Company”) held its Annual Stockholders Meeting (the “Annual Meeting”) virtually at https://www.cstproxy.com/intellicheck/2025.
 



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


At the Annual Meeting, the Company’s stockholders: (i) approved the Company’s 2025 Omnibus Incentive Plan; (ii) elected Dondi Black, Gregory Braca, Dylan Glenn, Bryan Lewis, Guy L. Smith and David E. Ullman to serve as directors for one-year terms or until their respective successors have been duly elected and qualified; (iii) ratified the appointment of Forvis Mazars, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025; (iv) approved the advisory vote to approve the compensation of our named executive officers and (v) approved the frequency of future advisory votes to approve of executive compensation for one year.

The following tables show the number of votes cast for or against and the number of abstentions with respect to each matter, as applicable:

1.To approve the Company’s 2025 Omnibus Incentive Plan.

For
Against
Abstain
Broker Non-Vote
9,603,068 596,319 29,365 4,990,625

2.Election of Directors:

For
Withhold
Broker Non-Vote
(1) Dondi Black
9,644,962 583,790 4,990,625
(2) Gregory Braca
9,750,392 478,360 4,990,625
(3) Dylan Glenn
9,750,392 478,360 4,990,625
(4) Bryan Lewis
9,750,593 478,159 4,990,625
(5) Guy L. Smith
9,794,729 434,023 4,990,625
(6) David E. Ullman
9,750,593 478,159 4,990,625

3.Ratify the appointment of Forvis Mazars, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025.

For
Against
Abstain
14,559,484 623,059 36,834

4.Advisory vote to approve the compensation of our named executive officers.
For
Against
Abstain
Broker Non-Vote
9,564,105 645,586 19,061 4,990,625

5.Advisory vote to approve the frequency of future advisory votes to approve of executive compensation.

Three Years
Two Years
One Year
Abstain
Broker Non-Vote
1,907,694 1,014,591 7,279,402 27,065 4,990,625

Based on the foregoing, the Company will hold advisory votes to approve executive compensation on an annual basis.



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.
Dated: May 9, 2025 INTELLICHECK, INC.
By: /s/ Adam Sragovicz
Name: Adam Sragovicz
Title: Chief Financial Officer