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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): February 6, 2024

 

Forward Industries, Inc.

(Exact name of registrant as specified in its charter)

 

New York   001-34780   13-1950672
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   Identification No.)

 

700 Veterans Memorial Hwy. Suite 100

Hauppauge, New York 11788

(Address of Principal Executive Office) (Zip Code)

 

(631) 547-3055

(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 each exchange on which registered
Common Stock, par value $0.01 per share FORD 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 (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. ☐ 

 

   

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On February 6, 2024, Forward Industries, Inc. (the “Company”) held its 2024 Annual Shareholders’ Meeting and the results of each of the proposals are listed below.

 

Proposal For Against Withheld Abstain Broker Non-Votes
(1) To elect the following directors:          
Terence Wise 4,998,592 * 24,601 * 1,588,025
Sangita Shah 4,581,623 * 441,570 * 1,588,025
Sharon Hrynkow 4,996,182 * 27,011 * 1,588,025
(2) To ratify the appointment of the Company’s independent registered public accounting firm for fiscal year 2024 6,527,096 9,250 * 74,872 *
(3) To approve an amendment to the Company’s Restated Certificate of Incorporation to authorize a reverse split of all outstanding shares of the Company’s common stock at a ratio to be determined by the Board in the range of 1-for-2 through 1-for-3 6,366,704 240,461 * 4,053 *
(4) To adjourn the Annual Meeting to a later date and time to solicit additional proxies in favor of one or more proposals submitted to a vote by the stockholders at the Annual Meeting 6,317,728 197,242 * 96,248 *

 

* Not applicable.

 

As there were sufficient votes to approve proposals 1, 2 and 3, proposal 4 was moot.

 

There were 10,061,185 shares outstanding on the record date of the meeting and a total of 6,611,218 shares were voted. Proposal 1 required a plurality vote and Proposals 2 and 3 required an affirmative vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

 

Each of the three nominees for director was elected to serve until the next annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. Additionally, Proposals 2 and 3 were approved.

 

 

 

 

 

 

 

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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.

 

  FORWARD INDUSTRIES, INC.  
       
Date: February 14, 2024 By: /s/ Kathleen Weisberg  
    Name: Kathleen Weisberg  
    Title: Chief Financial Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Cover
Feb. 06, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Feb. 06, 2024
Entity File Number 001-34780
Entity Registrant Name Forward Industries, Inc.
Entity Central Index Key 0000038264
Entity Tax Identification Number 13-1950672
Entity Incorporation, State or Country Code NY
Entity Address, Address Line One 700 Veterans Memorial Hwy. Suite 100
Entity Address, City or Town Hauppauge
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11788
City Area Code (631)
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
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