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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): May 19, 2023
 
BYRNA TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation)
 
 
333-132456
 
71-1050654
 
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
100 Burtt Road, Suite 115
Andover, MA 01810
(Address and Zip Code of principal executive offices)
 
(978) 868-5011
(Registrant’s telephone number, including area code)
 
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 exchange on which registered
Common Stock, $0.001 par value
BYRN
Nasdaq Capital 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 May 19, 2023, Byrna Technologies Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals:
 
(i)     the election of five Directors for a one-year term, such term to continue until the annual meeting of stockholders in 2024 or until such directors’ successors are duly elected and qualified or until their earlier resignation or removal;
 
(ii)    the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2023; and
 
(iii)   the approval, by non-binding vote, the Company’s executive compensation.
 
The voting results are reported below.
 
Proposal 1 - Election of Directors
 
Bryan Ganz, Herbert Hughes, Chris Lavern Reed, Leonard Elmore, and Emily Rooney were elected as Directors for a one-year term, such term to continue until the annual meeting of stockholders in 2024 and until such Directors’ successors are duly elected and qualified or until their earlier resignation or removal. Due to the voting requirement of a majority of votes cast, withheld votes counted as votes against. The results of the election were as follows:
 
Name
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
Bryan Ganz
 
15,079,422
 
392,697
 
2,465
 
3,528,152
Herbert Hughes
 
14,999,245
 
253,905
 
221,434
 
3,528,152
Chris Lavern Reed
 
15,216,519
 
255,365
 
2,700
 
3,528,152
Leonard Elmore
 
15,247,787
 
224,035
 
2,762
 
3,528,152
Emily Rooney
 
15,266,741
 
205,281
 
2,562
 
3,528,152
 
Proposal 2 - Ratification of the Appointment of EisnerAmper LLP
 
The appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2023 was ratified. There were no broker non-votes on this proposal. The results of the vote were as follows:
 
Votes For
 
Votes Against
 
Votes Abstained
18,982,258
 
13,479
 
6,999
 
Proposal 3 Approval, on a Non-Binding Basis, of the Compensation of the Companys Executive Officers
 
The compensation of the Company’s executive officers as disclosed in the Company’s 2023 proxy statement was approved on a non-binding basis. The results of the vote were as follows:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
12,654,403
2,796,864
23,317
3,528,152
 
 

 
 
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.
 
 
 
BYRNA TECHNOLOGIES INC.
 
     
Date: May 19, 2023
By:
/s/ Bryan Ganz
 
   
Name: Bryan Ganz
Title: Chief Executive Officer