Current Report Filing (8-k)
July 13 2020 - 6:02AM
Edgar (US Regulatory)
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):
July 10, 2020
CREATIVE REALITIES, INC.
(Exact name of registrant as specified in its
charter)
Minnesota
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001-33169
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41-1967918
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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13100 Magisterial Drive, Suite 100, Louisville, KY
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40223
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(Address of principal executive offices)
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(Zip Code)
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(502) 791-8800
(Registrant’s telephone number, including
area code)
Not applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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CREX
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The Nasdaq Stock Market LLC
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Warrants to purchase Common Stock
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CREXW
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The Nasdaq Stock Market LLC
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Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in Item 5.07 below, on July 10,
2020, the shareholders of Creative Realities, Inc. (the “Company”) approved an amendment to the Company’s 2014
Stock Incentive Plan (the “Plan”) at the Meeting. Accordingly, the Plan has been amended to do the following: (i) increase
the reserve of shares authorized for issuance thereunder to 6,000,000 shares of Company common stock, (ii) remove the provision
limiting the number of stock options and stock appreciation rights that can be granted to Plan participants during a single fiscal
year, and (iii) remove the ability of the Chief Executive Officer to grant incentives from the Plan to new non-officer employees
of the Company on a discretionary basis without the approval of the Committee appointed pursuant to the Plan (or the Board of Directors
if no such Committee exists).
Item 5.07 Submission to a Vote of Security Holders.
On July 10, 2020, the Company
held a special meeting of the Company’s shareholders (the “Meeting”) in Louisville, Kentucky. As of June 8, 2020,
the record date for the Meeting, the Company had 9,854,623 shares of common stock issued and outstanding. Each share of common
stock entitled its holder to cast one vote at the Meeting. At the Meeting, the shareholders voted on the proposal to approve an
amendment to the Plan, which increases the reserve of shares authorized for issuance thereunder to 6,000,000 shares, removes the
provision thereof limiting the number of stock options and stock appreciation rights that can be granted to Plan participants during
a single fiscal year, and removes the provision allowing the Chief Executive Officer to issue discretionary incentive awards under
the Plan without approval of the Committee appointed pursuant to the Plan (or the Board of Directors if no such Committee exists).
The amended Plan was approved at the Meeting, with 4,956,432 shares of Common Stock voting for the amended Plan, 349,483 shares
of Common Stock voting against the amended Plan and 5,305 shares of Common Stock abstaining from such vote. There were no broker
non-votes.
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.
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Creative Realities, Inc.
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(Registrant)
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Date: July 10, 2020
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By:
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/s/ Will Logan
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Will Logan
Chief Financial Officer
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