8-K 1 auto8k_june182020.htm CURRENT REPORT auto8k_june182020
AutoWeb, Inc.
8-K on 06/23/2020   Download
SEC Document
SEC Filing
 

 
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 18, 2020
 

 
AutoWeb, Inc.
(Exact name of registrant as specified in its charter)
 

 
Delaware
 
 
1-34761
 
 
33-0711569
 
 
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
400 North Ashley Drive, Suite 300
Tampa, Florida 33602-4314
(Address of principal executive offices) (Zip Code)
 
(949) 225-4500
Registrant’s telephone number, including area code
 
 

(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 240.14a-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
Name of each exchange on which registered
Common Stock, par value $0.001 per share
AUTO
The 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.
 
 
 
 

 
 
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
The 2020 Annual Meeting of Stockholders (“Annual Meeting”) of AutoWeb, Inc. (“Company”) was held on June 18, 2020, at the principal executive office of the Company. A total of 12,212,637 shares of the Company’s Common Stock, par value $0.001 per share, were present or represented by proxy at the Annual Meeting, representing 92.9% of the Company’s shares outstanding as of April 22, 2020, the record date for the Annual Meeting.
 
Set forth below are brief descriptions of each of the four proposals voted upon by stockholders at the Annual Meeting and the final voting results for each such proposal. The Company’s stockholders approved the election of each of the nominees for election as Class 1 Directors and approved each of Proposals 2, 3 and 4.
 
Proposal 1. 
Election of three Class I Directors of the Company to hold office until the 2023 Annual Meeting of Stockholders and until the election and qualification of such directors’ successors:
 
Director Nominees
 
For
 
Withheld
 
Broker Non-Votes
Matias de Tezanos
 
9,038,809
 
552,753
 
2,621,075
Chan W. Galbato
 
9,011,277
 
580,285
 
2,621,075
Jared R. Rowe
 
9,010,291 
 
581,271 
 
2,621,075 
                   
                                                                                  

Proposal 2. 
Approval of the extension of and amendment to the AutoWeb, Inc. Tax Benefit Preservation Plan:
 
For
 
Against
 
Abstain
 
 
Broker Non-Votes
8,576,932
 
1,009,723
 
4,907
 
2,621,075
 
Proposal 3. 
Approval of the amendment and restatement of the Company’s Certificate of Incorporation:
 
 
For
 
Against
 
Abstain
 
 
Broker Non-Votes
8,367,616
 
1,220,312
 
3,634
 
2,621,075
 
A copy of the Seventh Amended and Restated Certificate of Incorporation that was approved by the Company’s stockholders at the Annual Meeting is filed as Exhibit 3.1 to this Current Report on Form 8-K.
 
Proposal 4
Ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for 2020:
 
 For
 
Against
 
Abstain
 
Broker Non-Votes
12,188,676
 
20,592
 
3,369
 
N/A
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits
 
3.1           Seventh Amended and Restated Certificate of Incorporation
 
 
 
 
 
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.
 
Date:  June 23, 2020
 
 AUTOWEB, INC.
 
 
 
 
By:
/s/ Glenn E. Fuller                                      
 
 
Glenn E. Fuller, Executive Vice President,
Chief Legal Officer and Secretary