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): August 7, 2019
____________________
 
REKOR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38338
81-5266334
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
 
7172 Columbia Gateway Drive, Suite 400, Columbia, MD 21046
(Address of Principal Executive Offices)
 
Registrant's Telephone Number, Including Area Code:  (410) 762-0800
 
 
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, $0.0001 par value per share
REKR
 The Nasdaq Stock Market
 
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 August 7, 2019, Rekor Systems, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). An aggregate of 11,715,963 shares held by holders of the Company’s voting stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on June 28, 2019, are as follows:
 
Proposal 1: At the Annual Meeting, the terms of all eight (8) members of the Board of Directors expired. All of the eight nominees for director were re-elected to serve until the next annual meeting of shareholders and until their successors are named and qualified, or until their earlier resignation or removal. The result of the votes to elect the eight directors was as follows:
 
Directors
 
 
For
 
 
 
Withheld
 
 
 
Broker Non-Votes
 
James K. McCarthy
 
 
    11,361,316 
 
 
 
        354,647
 
 
 
    - 
 
Robert Berman
 
 
    11,363,341 
 
 
 
    352,622
 
 
 
    - 
 
Dr. Richard Nathan
 
 
    11,361,441 
 
 
 
        354,522
 
 
 
    - 
 
Glenn Goord
 
 
    11,361,353
 
 
 
    354,610 
 
 
 
    - 
 
Paul A. de Bary
 
 
    11,350,983
 
 
 
    364,980 
 
 
 
    - 
 
Christine J. Harada
 
 
    11,339,858 
 
 
 
    376,105 
 
 
 
    - 
 
David P. Hanlon
 
 
    11,361,417 
 
 
 
    354,546 
 
 
 
    - 
 
 
Steven D. Croxton
 
 
11,361,373
 
354,590
 
-
 
Proposal 2: At the Annual Meeting, the shareholders ratified the appointment of Friedman LLP as our independent public accountant for the fiscal year ending December 31, 2019. The result of the votes to approve Friedman LLP was as follows:
 
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Vote
 
 
    11,399,190 
 
 
    349,199
 
 
    1,313 
 
 
    - 
 
 
 
 
 
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.
 
 
 
 
REKOR SYSTEMS, INC.
 
 
 
 
 
 
 
Date: August 9, 2019
/s/ Robert A. Berman
 
 
Name:  Robert A. Berman
Title:    President and Chief Executive Officer