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): June 13,
2018
SharpSpring, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36280
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05-0502529
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(State
or other jurisdiction of Incorporation or
Organization)
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(Commission
File Number)
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(I.R.S.
EmployerIdentification No.)
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550 SW 2nd Avenue, Gainesville, FL
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32601
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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: 877-705-9362
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(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:
☐
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in 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 ☐
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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 of 2010 Employee Stock Plan
At the 2018 Annual Meeting of Stockholders (the
“Annual
Meeting”) of SharpSpring,
Inc. (the “Company”) held on Wednesday, June 13,
2018, the Company’s stockholders
approved amendments to the Company’s 2010 Employee
Stock Plan (the
“Plan”) to increase the number of shares of
common stock available for future issuance under the Plan
from 1,950,000 to 2,600,000 and to provide for certain other
amendments. The Company’s
Board of Directors and Compensation Committee of the Board
of Directors previously approved the
amendments to the Plan, subject to stockholder approval. 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 May 1, 2017. A copy of the amendment to the Plan
is filed with the definitive proxy statement.
Item 5.07
Submission of Matters to a Vote of Security Holders
The 2018 Annual Meeting of Stockholders (the
“Annual
Meeting”) of SharpSpring,
Inc. (the “Company”) was held on Wednesday, June 13,
2018. As of the close of business
on May 1, 2018, the Company had
outstanding 8,453,655 shares of
common stock, of which 6,115,368 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 persons were elected to the Board of Directors to serve
until the 2018 Annual Meeting of Stockholders or until their
successors have been duly elected or appointed and
qualified:
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Votes
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Votes
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Broker
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Name
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For
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Withheld
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Non-votes
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Steven
A. Huey
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3,116,245
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0
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2,998,937
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Richard
Carlson
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3,116,245
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0
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2,998,937
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David
A. Buckel
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3,116,245
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0
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2,998,937
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Marietta
Davis
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3,116,245
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0
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2,998,937
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Daniel
C. Allen
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3,116,145
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100
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2,998,937
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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.
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Broker
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For
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Against
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Abstain
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Non-votes
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6,107,169
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4,000
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4,199
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0
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Proposal 3: Approve the issuance of shares of the Company’s
common stock upon conversion of a Convertible Promissory Note
pursuant to NASDAQ Listing Rule 5635(b)
The
following votes were cast with respect to Proposal 3. The proposal
was approved.
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Broker
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For
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Against
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Abstain
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Non-votes
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3,074,190
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39,621
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2,620
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2,998,937
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Proposal 4: Approve the issuance of up to 3,646,519 shares of the
Company’s common stock at the election of the Company upon
the maturity of Convertible Promissory Notes pursuant to NASDAQ
Listing Rule 5635(d)
The
following votes were cast with respect to Proposal 4. The proposal
was approved.
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Broker
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For
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Against
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Abstain
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Non-votes
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2,870,029
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39,835
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206,567
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2,998,937
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Proposal 5: Approve the amendments to the Company’s 2010
Employee Stock Plan
The
following votes were cast with respect to Proposal 5. The proposal
was approved.
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Broker
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For
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Against
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Abstain
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Non-votes
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2,962,168
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146,356
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7,907
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2,998,937
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Proposal 6: Advisory vote to approve named executive officer
compensation
The
following votes were cast with respect to Proposal 6. The proposal
was approved.
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Broker
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For
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Against
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Abstain
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Non-votes
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3,072,964
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35,825
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7,642
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2,998,937
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Proposal 7: Advisory vote to approve the frequency of future
advisory votes to approve named executive officer
compensation
The
following votes were cast with respect to Proposal 7. The frequency of once every three years was
approved. In light of this vote, the Company will include a
shareholder vote on the compensation of executives in its proxy
materials once every three years.
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Broker
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1 Year
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2 Years
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3 Years
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Abstain
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Non-votes
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1,006,895
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7,367
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2,091,589
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10,580
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2,998,937
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Item
8.01 Other Events.
Designation of Executive Officers for Section 16
Purposes
On June 18, 2018 the Company’s Board of
Directors evaluated the designations of its current executive
officers (as that term is defined under Rule 3b-7 under the
Exchange Act) and designated
the following persons as the sole "executive officers" of the
Company:
Name
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Office
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Richard
Carlson
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Chief
Executive Officer; President; Secretary
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Edward
S. Lawton
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Chief
Financial Officer
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Travis
Whitton
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Chief
Technology Officer
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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.
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SHARPSPRING,
INC.
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Dated: June 18,
2018
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By:
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/s/
Edward
S. Lawton
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Edward S.
Lawton,
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Chief
Financial Officer
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