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):  December 8, 2020 (December 4, 2020)

_________________________________________

Simply, Inc.
(Exact name of registrant as specified in its charter)

Commission File Number: 001-32217

Maryland

33-0599368

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

 2001 NW 84th Avenue

Miami, FL 33122
(Address of principal executive offices, including zip code)

(786) 254-6709
(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 $0.001 per share

 

SIMP

 

OTC Markets Group Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. 

The 2020 Annual Meeting of Stockholders (the “Meeting”) of Simply, Inc. (the “Company”) was held on December 4, 2020.  At the Meeting, three (3) proposals were submitted to the stockholders for approval as set forth in the Company’s definitive proxy statement, filed with the United States Securities and Exchange Commission on November 4, 2020.

 

Proposal 1:  Election of Directors.

 

The three (3) nominees proposed by management for election as directors were elected by the stockholders of the Company as follows:

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Kevin Taylor

1,319,992

 

75,722

 

20,965

 

1,411,206

Michael Galloro

1,316,529

 

79,883

 

20,267

 

1,411,206

Reinier Voigt

1,320,561

 

75,846

 

20,272

 

1,411,206

 

 

Proposal 2:  Approval to amend the Simply, Inc. 2015 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 1,500,000 shares and to remove the annual limitation on the number of shares that may be granted to employees and non-employee directors.

 

The stockholders of the Company approved the amendments to the Simply, Inc. 2015 Equity Incentive Plan as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

1,234,654

 

180,029

 

1,996

 

1,411,206

 

 

Proposal 3:  Ratification of the selection of Kaufman, Rossin & Co. as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending January 30, 2021.

 

The stockholders of the Company approved the appointment of Kaufman, Rossin & Co. as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

2,621,361

 

152,791

 

53,733

 

0

 

 

 

 

Signature

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.

 

 

Simply, Inc.

Date:

December 8, 2020

By:

/s/ Vernon A. LoForti

 

 

 

Vernon A. LoForti

 

 

 

Chief Financial Officer