SOCKET MOBILE, INC. — Regulatory Filings 2019

May 24, 2019

8-K 1 form-8k0522.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 22, 2019

SOCKET MOBILE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13810	94-3155066
(State
or other jurisdiction of incorporation)	(Commission
File Number)	(IRS
Employer Identification No.)

39700 Eureka Drive

Newark, CA 94560

(Address of principal executive offices, including zip code)

(510) 933-3000

(Registrant’s telephone number, including area code)

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))

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, $0.001 Par Value per Share | SCKT | NASDAQ |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. [ ]

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Item 5.07 Submission of Matters to a Vote of Security Holders

On May 22, 2019, Socket Mobile, Inc. (the “Company”) held its Annual Meeting of Stockholders at 10:30 a.m. at the Company’s headquarters at 39700 Eureka Drive, Newark, California 94560 for the following purposes:

Item 1 To elect seven directors to serve until their respective successors are elected;

Item 2 Advisory vote on executive compensation policies and practices as described in the annual meeting proxy;

Item 3 Advisory vote on frequency of future votes on executive compensation policies and practices;

Item 4 To approve an amendment to the 2004 Equity Incentive Plan to provide for a one-time stock option exchange program;

Item 5 To ratify the appointment of Sadler, Gibb & Associates LLC as independent registered public accountants of the Company for the fiscal year ending December 31, 2019.

Only stockholders of record at the close of business on March 25, 2019 were entitled to notice of and to vote at the meeting. At the Record Date, 5,999,159 shares of Common Stock were issued and outstanding and each share of Common Stock was entitled to one vote. The Company had no other class of voting securities outstanding and entitled to vote at the meeting. A total of 5,240,663 shares or 87.36% of total shares outstanding were voted representing a quorum of stockholders entitled to vote at the meeting for the transaction of business.

RESULTS OF THE STOCKHOLDER VOTE:

Item 1 Election of Directors

| Name | Votes
For | Votes
Withheld | Outcome |
| --- | --- | --- | --- |
| 1.
Charlie Bass | 2,221,019 | 677,412 | Elected |
| 2.
Kevin J. Mills | 2,079,250 | 819,181 | Elected |
| 3.
David W. Dunlap | 1,959,188 | 939,243 | Elected |
| 4.
Nelson C. Chan | 2,309,152 | 589,279 | Elected |
| 5.
Brenton Earl MacDonald | 2,306,352 | 592,079 | Elected |
| 6.
Bill Parnell | 2,306,372 | 592,059 | Elected |
| 7.
Lynn Zhao | 2,074,870 | 823,561 | Elected |

Item 2. Advisory vote on executive compensation policies as described in the annual meeting proxy

| Votes
For | Votes
Against | Abstain | Outcome |
| --- | --- | --- | --- |
| 2,479,026 | 411,504 | 7,901 | Approved
with an affirmative vote of 85.8% |

Item 3. Advisory vote on frequency of future votes on executive compensation policies and practices

| Annually | Two
Years | Three
Years | Abstain | Outcome |
| --- | --- | --- | --- | --- |
| 2,733,903 | 11,550 | 89,096 | 63,882 | Annual
voting is approved with 96.4% of the vote |

Item 4. Amendment to the 2004 Equity Incentive Plan to provide for a one-time stock option exchange program

| Votes
For | Votes
Against | Votes
Abstained | Outcome |
| --- | --- | --- | --- |
| 1,685,896 | 1,203,099 | 9,436 | Approved
with 58.4% of Votes Cast |

Item 5. Ratification of Sadler, Gibb & Associates LLC as Independent Public Accountants for Fiscal Year 2019

| Votes
For | Votes
Against | Votes
Abstained | Outcome |
| --- | --- | --- | --- |
| 4,707,516 | 12,071 | 521,076 | Approved
with an affirmative vote of 99.7% of votes cast |

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.

| SOCKET MOBILE,
INC. — /s/
Lynn Zhao |
| --- |
| Name: Lynn Zhao |
| Vice President, Finance and Administration and Chief Financial Officer |