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): November 4, 2019

 

JanOne Inc.

(Exact Name of Registrant as Specified in Charter)

 

Nevada 001-19621 41-1454591
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 

325 E. Warm Springs Road, Suite 102
Las Vegas, NV 89119
(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: (702) 997-5968

 

                                          Not Applicable                                        

(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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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, par value
$0.001 per share
JAN The Nasdaq Stock Market LLC
(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 November 4, 2019, JanOne Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) to vote on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2019 and the revised definitive proxy soliciting materials filed with the SEC on October 18, 2019 (collectively, the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:

 

Proposal No. 1 – Election of Directors

 

At the Annual Meeting, the Company’s stockholders elected the persons listed below as directors for a one-year term expiring on the date of the Annual Meeting in 2020 or until their respective successors are duly elected and qualified:

 

   Votes
Nominee Name   Votes
For
  Votes
Withheld
  Broker
Non-Votes
Tony Isaac   4,560,301  11,547  701,640
Eric Bolling   4,561,171  10,692  701,640
Richard D. Butler, Jr.   4,562,368  9,495  701,640
Dennis (De) Gao   4,558,380  13,483  701,640
Nael Hajjar   4,560,258  11,605  701,640

 

Proposal No. 2 – Advisory Vote on Executive Compensation

 

The Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.

 

Votes 
For   Against   Abstain   Broker Non-Votes 
 4,548,673    17,775      5,415      701,640 

 

Proposal No. 3 – Ratification of Independent Accounting Firm

 

The Company’s stockholders ratified the appointment of WSRP as the Company’s independent registered public accounting firm for fiscal 2019.

 

Votes 
For   Against   Abstain 
 5,258,299    5,758      9,446   

 

Proposal No. 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

 

The Company’s stockholders voted, in a non-binding advisory vote, on whether a stockholder vote to approve the compensation paid to the Company’s named executive officers should occur every one, two, or three years as set forth below.

 

1 Year   2 Years   3 Years   Abstentions 
 100,160      5,455      4,461,394      4,854   

 

In light of this vote, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every three years until the next required vote on the frequency of stockholder votes on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.

 

 

 

 

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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.

 

  JANONE INC.
   
  By: /s/ Tony Isaac
      Name:  Tony Isaac
      Title:    Chief Executive Officer

 

Dated: November 5, 2019

 

 

 

 

 

 

 

 

 

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