Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On June 22, 2021, Scot Cohen resigned as Executive Chairman of the Board of
Directors of Wrap Technologies, Inc. (the "Company"). Mr. Cohen will remain a
director of the Company. Following Mr. Cohen's resignation, Patrick Kinsella, a
current member of the Board of Directors, was elected as Chairman of the Board
of Directors to serve in that capacity until his successor is elected by the
Board, or his earlier resignation.
Mr. Kinsella meets the "independent director" standards, as defined in The
Nasdaq Stock Market LLC Listing Rule 5605. The election of an independent
director to the Board to replace Mr. Cohen was required pursuant to that certain
Cooperation Agreement (the "Agreement"), dated March 4, 2021, by and between the
Company and Elwood G. Norris and certain of his affiliates. For more information
regarding the Agreement, see the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on March 9, 2021. As a result of the
election of Mr. Kinsella, the Board eliminated the position of Lead Independent
Director previously held by Wayne Walker.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 22, 2021, the Company held its annual meeting of stockholders (the
"Annual Meeting"). The matters voted upon at the Annual Meeting and the results
of the voting are set forth below.
Proposal No. 1 - Election of Directors
For Withheld
Scot Cohen 15,880,756 3,863,377
Thomas P. Smith 19,614,204 129,929
Patrick Kinsella 19,052,900 691,233
Michael Parris 15,865,723 3,878,410
Wayne Walker 15,790,512 3,953,621
Kimberly Sentovich 19,558,094 186,039
Kevin Sherman 19,593,083 151,050
TJ Kennedy 19,597,697 146,436
Jeffrey Kukowski 19,601,490 142,643
The Company's directors are elected by a plurality of the votes cast.
Stockholders elected Scot Cohen, Patrick Kinsella, Thomas P. Smith, Michael
Parris, Kimberly Sentovich, Kevin Sherman, TJ Kennedy, Jeffrey Kukowski and
Wayne Walker to serve on the Board of Directors until the 2022 annual meeting of
stockholders, or until their successors are duly elected and qualified.
Proposal No. 2 - Approval of an Amendment to the Company's 2017 Equity
Compensation Plan
For Against Abstain
17,419,763 1,609,499 715,370
The vote required to approve this proposal was the affirmative vote of a
majority of the votes cast on the proposal. Accordingly, the amendment to
increase the number of authorized shares issuable under the Company's 2017
Equity Compensation Plan from 6.0 million to 7.5 million was approved.
Proposal No. 3 - Ratification of Rosenberg Rich Baker Berman, P.A. as the
Company's Independent Auditors for the Fiscal Year Ended December 31, 2021.
For Against Abstain
27,995,262 117,016 763,069
The vote required to approve this proposal was the affirmative vote of a
majority of the votes cast on the proposal. Accordingly, stockholders ratified
the appointment of Rosenberg Rich Baker Berman, P.A. as the Company's
independent auditors for the fiscal year ending December 31, 2021.
For more information about the foregoing proposals, please review the Company's
definitive proxy statement, filed with the Securities and Exchange Commission on
April 30, 2021.
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