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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): September 8, 2020
 
 
TUCOWS INC
(Exact Name of Registrant Specified in Charter)
 
Pennsylvania
(State or Other
Jurisdiction of
Incorporation)
0-28284
(Commission File
Number)
23-2707366
(IRS Employer
Identification No.)
 
   
         96 Mowat Avenue, Toronto, Ontario, Canada
   
           M6K 3M1
(Address of Principal Executive Offices)
                      (Zip Code)
 
Registrant’s telephone number, including area code: (416) 535-0123
 
                                Not Applicable                            
(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 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. ☐
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
 Title of each class
 
TradingSymbol(s)
 
Name of each exchange on which registered
Common Stock
 
TCX
 
NASDAQ
 
 
 
 
Item 5.07.               Submission of Matters to a Vote of Security Holders.
 
Tucows Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on September 8, 2020. The following matters, all of which were set forth in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on July 24, 2020, were voted on at the Annual Meeting. The results of such voting are as indicated below.
 
1. Election of Directors
 
The Company’s shareholders voted upon and elected the following nominees to serve on the Company’s Board of Directors for a term of one year expiring at the 2021 Annual Meeting of Shareholders.
 
Nominee for Director
 
Votes For
 
Authority Withheld
Allen Karp
 
5,535,367
 
180,584
Elliot Noss
 
5,628,801
 
87,150
Erez Gissin
 
5,555,512
 
160,439
Jeffery Schwartz
 
5,566,545
 
149,406
Brad Burnham
 
5,708,717
 
7,234
Rawleigh Ralls
 
5,649,013
 
66,938
Robin Chase
 
5,687,231
 
28,720
 
There were 1,624,553 broker non-votes with respect to the election of directors.
 
2. Approval to Amend and Restate 2006 Equity Compensation Plan
 
The Company’s shareholders voted upon and approved the proposal to amend and restate the 2006 Equity Compensation Plan.
 
 For
 
Against
 
Abstain
 
5,052,593
 
652,273
 
10,725
 
 
3. Non-Binding Advisory Vote on the Compensation of Named Executive Officers
 
The Company’s shareholders voted upon and approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
 
 For
 
Against
 
Abstain
 
5,519,365
 
181,935
 
14,651
 
 
4. Non-Binding Advisory Vote on the Frequency of Non-Binding Advisory Vote on the Compensation of Named Executive Officers
 
The Company’s shareholders voted upon and recommended, on a non-binding advisory basis, that a shareholder non-binding advisory vote on the compensation of the Company’s named executive officers should occur every three years.
 
 1 Year
 
2 Years
 
3 Years
 
Abstain
 
 
2,016,492
 
12,402
 
3,657,275
 
29,782
 
 
 
5. Ratification of Appointment of Independent Auditors
 
The Company’s shareholders voted upon and ratified the appointment of KPMG LLP as the independent auditors of the Company and its subsidiaries for the fiscal year ending December 31, 2020 
 
 For
 
Against
 
Abstain
 
7,137,696
 
199,348
 
3,460
 
 
 
 
 
 
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.
 
TUCOWS INC.
 
By:
/s/ Davinder Singh
 
Davinder Singh
Chief Financial Officer
Dated: September 9, 2020