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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): March 30, 2022
 
 
BRIDGELINE DIGITAL, INC.
  
 
(Exact Name of Registrant as
Specified in Its Charter)
  
     
 
Delaware
  
 
(State or Other Jurisdiction of
Incorporation)
  
 
001-33567
  
52-2263942
(Commission File Number)
  
(IRS Employer Identification No.)
 
 
100 Sylvan Road, Suite G700, Woburn, MA
  
01801
(Address of Principal Executive Offices)
  
(Zip Code)
 
 
(781) 376-5555
  
 
(Registrant’s Telephone Number,
Including Area Code)
  
     
     
(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))
 
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
BLIN
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 March 30, 2022, Bridgeline Digital, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). Stockholders present at the Meeting, either in person or by proxy, represented 54.85% of the 10,204,276 shares eligible to vote at the Meeting. Set forth below is a brief summary of the matters voted on and the voting results for each proposal:
 
(1) Proposal 1 - The Company’s stockholders elected the following two (2) directors to serve on the Board of Directors for a term of three (3) years and until their respective successors are duly elected and qualified:
 
Nominees
For
Withheld
Broker Non-Votes
Kenneth Galaznik
1,759,360
330,387
3,507,364
Scott Landers
1,751,175
338,572
3,507,364
 
(2) Proposal 2 - The Company’s stockholders voted to amend the Bridgeline Digital, Inc. 2016 Stock Incentive Plan (the "Stock Incentive Plan") to increase the number of shares of the Company’s common stock, par value $0.001 per share ("Common Stock"), available for issuance as awards granted under the Stock Incentive Plan from 800,000 to 1,650,000 shares:
 
For
Against
Abstain
Broker Non-Votes
1,469,366
592,351
28,030
3,507,364
 
(3) Proposal 3 - The Company’s stockholders voted to hold an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement (the "Say-On-Pay" vote):
 
For
Against
Abstain
Broker Non-Votes
1,971,362
102,981
15,404
3,507,364
 
(4) Proposal 4 - The Company’s stockholders voted to hold an advisory vote on the frequency of holding future Say-on-Pay votes:
 
Every 1 Year
Every 2 Years
Every 3 Years
Abstain
Broker Non-Votes
1,461,967
26,706
561,088
39,986
3,507,364
 
(5) Proposal 5 – The Company’s stockholders ratified the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for its fiscal year ending September 30, 2022:
 
For
Against
Abstain
Broker Non-Votes
5,554,758
26,622
15,731
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.
 
 
BRIDGELINE DIGITAL, INC.
  
 
(Registrant)
  
Date: March 31, 2022
      
       
 
By:
/s/ Thomas R. Windhausen
  
   
Thomas R. Windhausen
  
   
Chief Financial Officer