Current Report Filing (8-k)
November 13 2019 - 4:23PM
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):
November 11, 2019
AKERNA CORP.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-39096
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83-2242651
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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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1601 Arapahoe St., Denver, Colorado
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80202
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (888) 932-6537
Not Applicable
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(Former name or former address, if changed since last report)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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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 $0.0001 per share
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KERN
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NASDAQ Capital Market
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Warrants to purchase one share of Common Stock
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KERNW
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NASDAQ Capital Market
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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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 11,
2019, Akerna Corp. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”)
in Denver, Colorado. At the Annual Meeting, stockholders voted:
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•
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To elect two Class I directors to serve on the Board of Directors for a three year term that expires at the 2022 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier resignation or removal;
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•
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To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020;
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•
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To vote on the 2019 executive compensation; and
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•
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To vote on the frequency of future advisory votes on executive compensation.
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Both
nominees were elected as Class I directors with the following vote:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Tahira Rehmatullah
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4,253,626
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147,755
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2,184,113
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Matthew R. Kane
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4,318,758
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82,623
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2,184,113
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The appointment
of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020 was
ratified with the following vote:
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For
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Against
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Abstain
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Broker Non-Votes
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6,526,651
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46,580
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12,263
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0
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The 2019 executive compensation was
approved with the following vote:
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For
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Against
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Abstain
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Broker Non-Votes
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4,355,026
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37,226
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9,129
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2,184,113
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Three years was
approved as the frequency of future advisory votes on executive compensation with the following vote:
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Three Years
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Two Years
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One Year
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Abstain
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Broker Non-Votes
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3,511,905
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34,231
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842,143
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13,102
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2,184,113
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Pursuant to the
foregoing vote on the frequency of future advisory votes on executive compensation, the Company’s stockholders will next
vote on executive compensation and the frequency of future advisory votes on executive compensation at the 2022 annual meeting
of stockholders.
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.
Dated: November 13, 2019
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AKERNA CORP.
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By:
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/s/ Jessica Billingsley
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Name: Jessica Billingsley
Title: Chief Executive Officer
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