UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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If an emerging growth company, indicate by checkmark 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment to the SharpSpring, Inc. 2019 Equity Incentive Plan
At the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Sharpspring, Inc. (the “Company”) held on Thursday, June 17, 2021, the Company’s stockholders approved an amendment to the Company’s 2019 Equity Incentive Plan (the “Plan”) to (i) increase the number of shares of common stock available for issuance under the Plan to 1,275,000; and (ii) increase the number of shares of common stock that may be issued in the aggregate pursuant to the exercise of Incentive Stock Options to 1,275,000, to ensure that the Company has adequate ways in which to provide stock based compensation to its directors, officers, employees, and consultants. The Company’s Board of Directors and stockholders previously approved the Plan. The Company’s executive officers are eligible to participate in the Plan. A summary of the Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2021. A copy of the Plan and the amendment to the Plan are attached as Exhibits 10.1 and 10.2 to this Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Sharpspring, Inc. (the “Company”) was held on Thursday, June 17, 2021. As of the close of business on April 21, 2021, the Company had outstanding 12,834,252 shares of common stock, of which 9,978,074 shares were represented at the meeting by proxy and in person; accordingly, a quorum was constituted. The matters voted upon and the final results of the voting were as follows:
Proposal 1: Election of Directors
The following votes were cast with respect to Proposal 1. The following persons were elected to the Board of Directors to serve until the 2022 Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified:
Name |
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| Votes Withheld |
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| Broker Non-votes |
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Steven A. Huey |
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| 9,766,095 |
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| 25,150 |
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| 186,829 |
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Richard Carlson |
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| 9,762,980 |
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| 28,265 |
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| 186,829 |
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Scott Miller |
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| 9,456,245 |
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| 335,000 |
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| 186,829 |
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Savneet Singh |
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| 7,835,405 |
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| 1,955,840 |
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| 186,829 |
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Jason Costi |
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| 9,766,975 |
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| 24,270 |
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| 186,829 |
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Proposal 2: Ratify Cherry Bekaert LLP as the Company’s Independent Registered Public Accounting Firm
The following votes were cast with respect to Proposal 2. The proposal was approved.
For |
| Against |
| Abstain |
| Broker Non-votes |
9,969,272 |
| 6,764 |
| 2,038 |
| - |
Proposal 3: Adoption of the Amendment to the Company’s 2019 Equity Incentive Plan
The following votes were cast with respect to Proposal 3. The proposal was approved.
For |
| Against |
| Abstain |
| Broker Non-votes |
8,486,976 |
| 1,189,693 |
| 114,576 |
| 186,829 |
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Proposal 4: Advisory vote to approve compensation of the Company’s named executive officers
The following votes were cast with respect to Proposal 4. The proposal was approved.
For |
| Against |
| Abstain |
| Broker Non-votes |
9,440,583 |
| 333,667 |
| 16,995 |
| 186,829 |
Exhibit No. |
| Description | |
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| Incorporated by reference to the Company’s Definitive Schedule 14A filed on April 30, 2019. | ||
| Amendment No. 2 to SharpSpring, Inc. 2019 Equity Incentive Plan | Incorporated by reference to the Company’s Definitive Schedule 14A filed on April 30, 2021. |
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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.
SHARPSPRING, INC. |
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By: | /s/ Aaron Jackson |
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| Aaron Jackson, |
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| Chief Financial Officer |
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Dated: June 22, 2021
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