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): May 7, 2019
Atomera Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 001-37850 | 30-0509586 |
| (State or Other Jurisdiction | (Commission File | (I.R.S. Employer |
| of Incorporation) | Number) | Identification Number) |
750 University Avenue, Suite 280
Los Gatos, California 95032
(Address of principal executive offices) (zip code)
(408) 442-5248
(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 (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)) |
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
The 2019 Annual Meeting of Stockholders of Atomera Incorporated was held on May 7, 2019. The votes cast with respect to each item of business properly presented at the meeting are as follows:
| · | The stockholders elected each of the six directors to the Board of Directors of Atomera Incorporated with terms expiring at the 2020 annual meeting of stockholders, as follows: |
| Name | For | Withheld | Broker Non-Vote | |||
| John Gerber | 3,013,708 | 146,014 | 6,186,429 | |||
| Scott Bibaud | 3,112,503 | 47,219 | 6,186,429 | |||
| Erwin Trautmann | 3,087,955 | 71,767 | 6,186,429 | |||
| C. Rinn Cleavelin | 3,003,682 | 156,040 | 6,186,429 | |||
| Rolf Stadheim | 3,010,551 | 149,171 | 6,186,429 | |||
| Steven Shevick | 3,087,216 | 72,506 | 6,186,429 |
| · | The stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm. |
| For | 9,308,722 | |
| Against | 37,001 | |
| Withheld | 428 | |
| Broker Non-Vote | 0 |
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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.
| ATOMERA INCORPORATED | |
| By: /s/ Francis Laurencio | |
| Francis Laurencio | |
| Chief Financial Officer |
Date: May 8, 2019
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