byrn20220617_8k.htm
Byrna Technologies Inc.
8-K on 06/21/2022   Download
SEC Document
SEC Filing
false 0001354866 0001354866 2022-06-17 2022-06-17
 
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 17, 2022
 
BYRNA TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation)
 
 
 
333-132456
 
71-1050654
 
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
100 Burtt Road, Suite 115
Andover, MA 01810
(Address and Zip Code of principal executive offices)
 
(978) 868-5011
(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:
 
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 exchange on which registered
Common Stock, $0.001 par value
BYRN
Nasdaq Capital Market
 
 
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. ☐
 
 

 
--11-30
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On June 17, 2022, following the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Byrna Technologies Inc. (the “Company”), the Company filed a Certificate of Amendment (the “Charter Amendment”) to its Certificate of Incorporation with the Secretary of State for the State of Delaware. The Charter Amendment decreased the number of authorized shares of the Company’s common stock from 300,000,000 to 50,000,000. The Charter Amendment became effective on June 17, 2022.
 
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On June 17, 2022, the Company held the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals:
 
(i) the election of five Directors for a one-year term, such term to continue until the annual meeting of stockholders in 2023 or until such directors’ successors are duly elected and qualified or until their earlier resignation or removal;
 
(ii) the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2022;
 
(iii) the approval of an amendment to the Company’s Certificate of Incorporation to decrease the number of authorized shares of common stock from 300,000,000 to 50,000,000;
 
(iv) the approval of an amendment and restatement of the Company’s 2020 Equity Incentive Plan;
 
(v) the approval, by non-binding vote, the Company’s executive compensation; and
 
(vi) the approval, by non-binding vote, the preferred frequency of stockholder advisory votes on executive compensation.
 
The voting results are reported below.
 
Proposal 1 - Election of Directors
 
Bryan Ganz, Herbert Hughes, Chris Lavern Reed, Leonard Elmore, and Emily Rooney were elected as Directors for a one-year term, such term to continue until the annual meeting of stockholders in 2023 and until such Directors’ successors are duly elected and qualified or until their earlier resignation or removal. Due to the voting requirement of a majority of votes cast, withheld votes counted as votes against. The results of the election were as follows:
 
Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Bryan Ganz
 
14,739,394
 
470,774
 
3,221,631
Herbert Hughes
 
13,094,337
 
2,115,831
 
3,221,631
Chris Lavern Reed
 
12,299,091
 
2,911,077
 
3,221,631
Leonard Elmore
 
14,907,261
 
302,907
 
3,221,631
Emily Rooney
 
14,901,056
 
309,112
 
3,221,631
 
 

 
Proposal 2 - Ratification of the Appointment of EisnerAmper LLP
 
The appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2022 was ratified. There were no broker non-votes on this proposal. The results of the vote were as follows:
 
Votes For
 
Votes Against
 
Votes Abstained
18,377,112
 
27,113
 
27,574
 
Proposal 3 Amendment to Certificate of Incorporation Decrease Number of Authorized Shares of Common Stock
 
The amendment to the Company’s Restated Certificate of Incorporation to decrease the total number of authorized shares of common stock from 300,000,000 to 50,000,000 was approved. There were no broker non-votes on this proposal. The results of the vote were as follows:
 
Votes For
 
Votes Against
 
Votes Abstained
18,366,352
 
39,496
 
25,951
 
Proposal 4 Amendment and Restatement of the Corporations 2020 Equity Incentive Plan
 
The amendment and restatement of the Corporation’s 2020 Equity Incentive Plan was approved. The results of the vote were as follows:
 
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
13,085,429
2,095,064
29,675
3,221,631
 
 
Proposal 5 Approval, on a Non-Binding Basis, of the Compensation of the Companys Executive Officers
 
The compensation of the Company’s executive officers as disclosed in the Company’s 2022 proxy statement was approved on a non-binding basis. The results of the vote were as follows:
 
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
13,995,822
1,174,161
40,185
3,221,631
 
Proposal 6 Approval, on a Non-Binding Basis, of the Frequency of Future Advisory Votes on Executive Compensation.
 
The frequency of future advisory votes on the compensation of the Company’s executive officers was approved for each year on a non-binding basis. The results of the vote were as follows:
 
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
15,113,196
12,320
42,768
41,884
3,221,631
 
 

 
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit
Number
 
Title
3.1
 
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
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.
 
 
 
BYRNA TECHNOLOGIES INC.
 
     
Date: June 17, 2022
By:
/s/ Bryan Ganz
 
   
Name: Bryan Ganz
Title: Chief Executive Officer