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 23, 2022
SenesTech, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-37941 | 20-2079805 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
23640 N. 19th Avenue, Suite 110
Phoenix, AZ 85027
(Address of principal executive offices) (Zip Code)
(928) 779-4143
(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 (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 $0.001 per Share | SNES | 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 5.07. Submission of Matters to a Vote of Security Holders.
On June 23, 2022, we held our annual meeting of stockholders to consider and vote upon the following proposals: (1) to elect K.C. Kavanagh, Kenneth Siegel, and Matthew Szot as Class III directors, each to serve for a three-year term until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified; (2) to provide a non-binding advisory vote on the compensation of our named executive officers for fiscal 2021 (“say-on-pay”); (3) to provide a non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers (“say-on-frequency”); and (4) to ratify the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
The following directors were elected at the annual meeting:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| K.C. Kavanagh | 2,911,269 | 551,426 | 3,817,496 | |||||||||
| Kenneth Siegel | 2,907,688 | 555,007 | 3,817,496 | |||||||||
| Matthew Szot | 2,869,731 | 592,964 | 3,817,496 | |||||||||
Our stockholders approved, on an advisory basis, the compensation of our named executive officers for fiscal 2021. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| Say-on-pay proposal | 2,858,613 | 421,149 | 182,933 | 3,817,496 | ||||||||||||
Our stockholders approved, on an advisory basis, the frequency of advisory votes on the compensation of our named executive officers. The voting results were as follows:
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||||
| Say-on-frequency proposal | 2,991,540 | 17,168 | 124,714 | 329,273 | ||||||||||||
Our Board of Directors has considered the advisory vote of stockholders on the frequency of future non-binding advisory votes on the compensation of our named executives and, consistent with the stated preference of our stockholders, decided to hold such advisory vote every year.
Our stockholders ratified the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| Ratification of M&K CPAS, PLLC as our independent registered public accounting firm | 6,238,438 | 400,334 | 641,419 | ― | ||||||||||||
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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.
| SENESTECH, INC. |
| Date: June 29, 2022 | By: | /s/ Thomas C. Chesterman |
| Thomas C. Chesterman | ||
| Chief Financial Officer |
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