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 15, 2019

ONE STOP SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-38371   33-0885351

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

2235 Enterprise Street, Suite 110

Escondido, California 92029

(760) 745-9883

 

(Address and Telephone Number of Registrant’s Principal Executive Offices)

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 class of registered securities

 

Trading

symbol

 

Name of exchange

on which registered

Common Stock, par value $0.0001 per share   OSS   The 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 15, 2019, One Stop Systems, Inc., a Delaware corporation (the “Registrant”), held its 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) at Vintana at the Centre, Crown Point Conference Room, 1205 Auto Park Way, Escondido, California 92029. At the close of business on March 18, 2019, the record date for the 2019 Annual Meeting, there were 14,270,268 shares of common stock issued and outstanding, which constituted all of the outstanding capital stock of the Registrant. At the 2019 Annual Meeting, 12,375,244 of the 14,270,268 outstanding shares of common stock entitled to vote, or approximately 86.7%, were represented by proxy or in person, and, therefore, a quorum was present. The proposals voted on at the 2019 Annual Meeting are more fully described in the Proxy Statement on Schedule 14A filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on April 15, 2019.

The final voting results on the proposals presented for stockholder approval at the 2019 Annual Meeting were as follows:

Proposal 1

The Registrant’s stockholders elected six directors, each to serve until the Registrant’s next Annual Meeting of Stockholders, and until their successor is duly elected and qualified, as set forth below:

 

         
NAME   FOR   AGAINST   WITHHELD   BROKER
NON-VOTES

 

Steve Cooper

 

 

 

9,565,394

 

 

 

0

 

 

 

41,291

 

 

 

2,768,559

 

 

Kimberly Sentovich

 

 

 

9,582,158

 

 

 

0

 

 

 

24,527

 

 

 

2,768,559

 

 

David Raun

 

 

 

9,499,861

 

 

 

0

 

 

 

106,824

 

 

 

2,768,559

 

 

John Reardon

 

 

 

9,535,861

 

 

 

0

 

 

 

70,824

 

 

 

2,768,559

 

 

Kenneth Potashner

 

 

 

5,207,008

 

 

 

0

 

 

 

4,399,677

 

 

 

2,768,559

 

 

Jack Harrison

 

 

 

5,239,008

 

 

 

0

 

 

 

4,367,677

 

 

 

2,768,559

 

Proposal 2

The Registrant’s stockholders ratified the selection of Haskell & White LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2019, as set forth below:

 

     
FOR    AGAINST    ABSTAIN

 

10,681,613

 

  

 

1,689,708

 

  

 

3,923

 

 

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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.

 

    ONE STOP SYSTEMS, INC.
Dated: May 16, 2019     By:   /s/ Steve Cooper
     

 

Steve Cooper

      President and Chief Executive Officer

 

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