Form 8-K INVO Bioscience, Inc. For: Sep 15

 

 

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 15, 2021

 

INVO BIOSCIENCE, INC.

(Exact name of registrant as specified in charter)

 

Nevada		001-39701		20-4036208
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

5582 Broadcast Court Sarasota, Florida		34240
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (978) 878-9505

 

 

(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))

 

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		INVO		The 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 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 September 15, 2021, the Company held its annual meeting of stockholders (the “Meeting”). The total number of shares entitled to vote at the Meeting were 10,464,035 and there were present at the Meeting, in person or by proxy, 7,834,280 shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted:

 

	(1) to elect Steven Shum, Dr. Kevin Doody, Trent Davis, Barbara Ryan, Jeffrey Segal, Matthew Szot and Rebecca Messina to the board of directors of the Company until the next annual meeting of stockholders;
	(2) to approve, by non-binding advisory vote, of the resolution approving named executive officer compensation (the “Say on Pay Proposal”);
	(3) to approve, by non-binding advisory vote, of the frequency of future non-binding advisory votes on resolutions approving future named executive officer compensation (“Say When on Pay Proposal”);
	(4) to ratify the selection of M&K CPAS, PLLC as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2021.

 

The final results of the stockholders’ votes at the Meeting are set forth below:

 

Proposal 1: Election of Directors

 

Nominee		For				Withheld				Broker Non-Votes
Steven Shum			3,491,466				139,838				4,202,976
Kevin Doody			2,763,909				867,395				4,202,976
Trent Davis			3,330,111				301,193				4,202,976
Barbara Ryan			3,451,093				180,211				4,202,976
Jeffrey Segal			3,596,628				34,676				4,202,976
Matthew Szot			3,086,913				544,391				4,202,976
Rebecca Messina			3,596,960				34,344				4,202,976

 

Proposal 2 – Say-on-Pay Proposal

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	2,322,176				148,822				1,160,306				4,202,976

 

Proposal 3 – Say When on Pay Proposal:

 

1-YEAR				EVERY 2 YEARS				EVERY 3 YEARS				ABSTAIN				BROKER NON-VOTES
	596,174				921,018				952,447				1,162,865				4,202,976

 

Proposal 4: Ratification of Appointment of M&K CPAS, PLLC as Independent Registered Public Accounting Firm

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

6,982,144

843,036

9,100

n/a

 

Exhibit		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 thereunto duly authorized.

 

	INVO BIOSCIENCE, INC.
	By:	/s/ Steven Shum
	Name:	Steven Shum
	Title:	Chief Executive Officer
Dated: September 20, 2021

 

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