false 0001354866 0001354866 2024-11-20 2024-11-20

 

Washington, D.C. 20549

 

FORM 8-K

 

 

Date of Report (Date of earliest event reported): November 20, 2024

 

(Exact name of registrant as specified in its charter)

 

(State or other jurisdiction of incorporation)

 

 

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

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. ☐

 

 

 

As reported below in Item 5.07, on November 20, 2024, Byrna Technologies Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) where the stockholders of the Company approved an amendment to the Company’s Amended and Restated 2020 Equity Incentive Plan (the “Plan”) to increase the number of shares available for issuance thereunder by 2,375,000 shares and to prohibit the payment or accrual of dividends on unvested or unexercised stock options, stock appreciation rights and stock bonus awards (the “Plan Amendment”). The Plan Amendment was included as Proposal 3 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 21, 2024, as supplemented on November 1, 2024 (the “Proxy Statement”). A copy of the Plan, as amended to reflect the Plan Amendment, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

On November 20, 2024, the Company held 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 2025 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, 2024;

 

(iii) the approval of the Plan Amendment; and

 

(iv) the approval, by non-binding vote, the Company’s executive compensation; and

 

The voting results are reported below.

 

 

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 2025 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 and broker non-votes did not count as votes against. The results of the election were as follows:

 

 

 

 

The appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2024 was ratified. There were no broker non-votes on this proposal. The results of the vote were as follows:

 

 

Proposal 3 –Amendment to Corporation’s Amended and Restated 2020 Equity Incentive Plan

 

The amendment to the Company’s Amended and Restated 2020 Equity Incentive Plan pursuant to the Plan Amendment was approved. The results of the vote were as follows:

 

 

 

Proposal 4 – Approval, on a Non-Binding Basis, of the Compensation of the Company’s Executive Officers

 

The compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved on a non-binding basis. The results of the vote were as follows:

 

 

 

 

 

 

 

 

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.