UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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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 25, 2022
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RED VIOLET, INC.
(Exact name of Registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) |
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001-38407 (Commission File Number) |
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82-2408531 (I.R.S. Employer |
2650 North Military Trail, Suite 300, Boca Raton, FL 33431
(Address of principal executive offices) (Zip Code)
561-757-4000
(Registrant’s telephone number, including area code)
Not Applicable
(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):
☐ 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, $0.001 par value per share |
RDVT |
The NASDAQ Stock Market LLC |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 5.07 is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 25, 2022, Red Violet, Inc. (the “Company”) held its Annual Meeting for 2022. At the Annual Meeting, the total number of shares represented in person or by proxy was 9,705,579 of the 13,523,067 shares of Common Stock outstanding and entitled to vote at the Annual Meeting as of the record date, April 12, 2022. The following matters were voted upon at the Annual Meeting:
Director Nominee |
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For |
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Vote Withheld |
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Broker Non-Vote |
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Derek Dubner |
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8,267,056 |
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9,932 |
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1,428,591 |
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Peter Benz |
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8,140,108 |
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136,880 |
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1,428,591 |
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Steven Rubin |
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5,182,606 |
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3,094,382 |
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1,428,591 |
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Lisa Stanton |
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8,268,423 |
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8,565 |
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1,428,591 |
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Robert Swayman |
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8,140,107 |
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136,881 |
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1,428,591 |
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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9,705,185 |
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309 |
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85 |
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0 |
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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6,611,311 |
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1,657,626 |
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8,051 |
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1,428,591 |
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A summary of the Amendment to the Plan is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2022 under “Proposal 3: Stock Incentive Plan Amendment Proposal,” which summary is incorporated herein by reference. A copy of the Amendment is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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6,583,838 |
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1,690,157 |
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2,993 |
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1,428,591 |
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
10.1 |
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104 |
Cover page Interactive Data File (embedded within the inline XBRL file). |
+ Management contract or compensatory plan or arrangement.
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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Red Violet, Inc. |
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Date: May 26, 2022 |
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By: |
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/s/ Derek Dubner |
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Derek Dubner |
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Chief Executive Officer (Principal Executive Officer) |
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Exhibit 10.1
AMENDMENT TO THE
RED VIOLET, INC.
2018 STOCK INCENTIVE PLAN
WHEREAS, Red Violet, Inc., a Delaware corporation (the “Company”) currently maintains and sponsors the Red Violet, Inc. 2018 Stock Incentive Plan, as amended (the “Plan”); and
WHEREAS, Section 14(l) of the Plan provides that the Board of the Directors of the Company (“Board”) may amend the Plan from time to time; and
WHEREAS, the Board has determined it to be in its best interests to amend the Plan as set forth herein; and
NOW, THEREFORE, effective upon the Company’s Stockholders’ approval as set forth in Section 14(l) of the Plan, the following amendment to the Plan is hereby adopted:
Section 5(a) of the Plan shall be amended and restated to read as follows:
“(a) Shares Available for Awards. The Common Stock that may be issued pursuant to Awards granted under the Plan shall be treasury shares or authorized but unissued shares of the Common Stock. The total number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall be 6,500,000 shares. A maximum of 6,500,000 shares of Red Violet stock may be subject to grants of Incentive Stock Options.”
Except as modified by this Amendment, all of the terms and conditions of the Plan shall remain valid and in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed this instrument as of the 25th day of May 2022, on behalf of the Company.
RED VIOLET, INC. |
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By |
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/s/ Daniel MacLachlan |
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Name |
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Daniel MacLachlan |
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Title |
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Chief Financial Officer |
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