UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 23, 2019
 
 
WRAP TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its Charter)
 
 
Delaware
000-55838
98-0551945
(State or other jurisdiction
of incorporation)
(Commission File No.)
(IRS Employer
Identification No.)
 
4620 Arville Street, Suite. E, Las Vegas, Nevada 89103
 
(Address of principal executive offices)
 
 
 
(800) 583-2652
 
(Registrant’s Telephone Number)
 
 
 
Not Applicable
 
(Former name or 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 (see General Instruction A.2. below):
 
  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 $0.0001 per share
WRTC
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) 
 
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 May 23, 2019, Wrap Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the results of the voting are set forth below.
 
Proposal No. 1 - Election of Directors
 
 
 
For
 
Withheld
Scot Cohen
 
18,798,529
 
37,282
David Norris
 
18,822,311
 
13,500
Michael Parris
 
18,795,643
 
40,168
Patrick Kinsella
 
18,812,511
 
23,300
Wayne R. Walker
 
18,812,468
 
23,343
 
The Company’s Directors are elected by a plurality of the votes cast. Stockholders elected Scot Cohen, David Norris, Michael Parris, Patrick Kinsella and Wayne R. Walker to serve on the Board of Directors until the 2020 annual meeting of stockholders, or until their successors are elected and qualified.
 
Proposal No. 2 – Approval of an Amendment to the Company’s 2017 Equity Compensation Plan
 
For
 
Against
 
Abstain
18,756,510
 
62,903
 
16,398
 
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the amendment to increase the number of authorized shares issuable under the Company’s 2017 Equity Compensation Plan from 2.0 million to 4.1 million was approved.
  
Proposal No. 3 - Ratification of Rosenberg Rich Baker Berman, P.A. as the Company’s Independent Auditors for the Fiscal Year Ended December 31, 2019.
 
For
 
Against
 
Abstain
23,845,070
 
431,373
 
12,903
 
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, stockholders ratified the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent auditors for the fiscal year ending December 31, 2019.
 
For more information about the foregoing proposals, please review the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 5, 2019.
 
 
 
 

 
 
 
 
 
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.
 
 
 
 
 
 
 
 
WRAP TECHNOLOGIES, INC.
 
 
 
 
Date: May 24, 2019
 
By:
 /s/ James A. Barnes
 
 
 
James A. Barnes
 
 
 
Chief Financial Officer, Treasurer and Secretary