8-K
Kaleyra, Inc.
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SEC Document
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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): November 22, 2022

 

 

KALEYRA, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-38320   82-3027430
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

85 Broad Street, New York City, NY   10004
(Address of Principal Executive Offices)   (Zip Code)

+1 917 508 9185

(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
Symbols

 

Name of each exchange
on which registered

Common Stock, par value $0.0001 per share   KLR   New York Stock Exchange
Warrants, at an exercise price of $11.50 per share of Common Stock   KLR WS   NYSE American 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 November 22, 2022, Kaleyra, Inc. (the “Company”) held its 2022 Annual Stockholders’ Meeting (the “Annual Meeting”). Of the 45,004,339 shares of common stock outstanding and entitled to vote, 32,102,883 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: Both of the Board’s nominees for Class III director were elected to serve until the Company’s 2025 Annual Stockholders’ Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

 

Name

 

For

 

Against

 

Abstained

 

Broker

Non-Vote

Dario Calogero   22,853,868   0   422,502   8,826,513
Dr. Avi S. Katz   17,628,540   0   5,647,830   8,826,513

Proposal 2: Advisory votes regarding the approval of the compensation of the names executive officers were as set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

20,324,963   931,006   2,020,401   8,826,513

The advisory approval of executive compensation did not receive the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter in a non-binding vote. Stockholder feedback has helped the Company’s board of directors (the “Board”) design a compensation program that aligns pay with performance, and enables the Company to attract and retain the key talent necessary to deliver on the Company’s strategic objectives. The Company looks forward to engaging further with its stockholders, and the Board will consider the advisory vote to ensure that the Company’s approach to compensation continues to align management incentives with the interests of its stockholders.

Proposal 3: Stockholders ratified the appointment of EY S.p.A. as the Company’s independent registered public accounting firm for the 2022 fiscal year by the votes set forth in the table below:

 

For

 

Against

 

Abstained

31,794,132   299,469   9,282

 

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SIGNATURE

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: November 23, 2022

 

By:  

/s/ Dario Calogero

Name:   Dario Calogero
Title:   Chief Executive Officer and President

 

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