false 0001621832 0001621832 2024-05-23 2024-05-23
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 23, 2024
 
 
 
AQUA METALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
  
001-37515
  
47-1169572
(State or Other Jurisdiction of
Incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification
Number)
5370 Kietzke Lane, Suite 201
Reno, Nevada 89511
(Address of principal executive offices)
 
(775) 446-4418
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Securities registered pursuant to Section 12(b)of the Act:
 
Title of each class
Common stock: Par value $.001
Trading Symbol(s)
AQMS
Name of each exchange on which
registered
Nasdaq Capital Market
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 240.14d-2(b)
☐ 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)
 
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
 
We held an annual meeting of stockholders on May 23, 2024, for purposes of:
 
 
●
Electing four directors, each to serve until our 2025 Annual Meeting of Stockholders; and
 
 
●
To approve an amendment to our 2019 Stock Incentive Plan to increase the number of shares of common stock reserved under the plan;
 
 
●
To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect an increase in the number of authorized shares of the Company’s common stock from 200,000,000 to 300,000,000;
 
 
●
To ratify the appointment of Forvis LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024;
 
 
●
To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying Proxy Statement;
 
 
All of the persons nominated to serve on our board of directors, namely Vincent DiVito, Stephen Cotton, Molly Zhang, and Edward Smith were elected to our board of directors, with shares voted as follows:
 
   
Shares voted for
    
Shares withheld
  
Vincent DiVito
     22,731,298       16,566,845  
Stephen Cotton
     37,243,824       2,054,319  
Molly Zhang
     23,461,792       15,836,351  
Edward Smith
     22,081,774       17,216,369  
 
There were 26,308,921 broker non-votes in the election of directors.
 
Our shareholders approved an amendment to our 2019 Stock Incentive Plan to increase the number of shares of common stock reserved under the plan, with shares voted as follows:
 
Shares voted for
     31,032,314  
Shares against
     7,846,665  
Shares abstaining
     419,164  
 
There were 26,308,921 broker non-votes in the approval of the amendment to our 2019 Stock Incentive Plan.
 
Our shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect an increase in the number of authorized shares of the Company’s common stock from 200,000,000 to 300,000,000, with shares voted as follows:
 
Shares voted for
     55,827,831  
Shares against
     9,272,960  
Shares abstaining
     506,273  
 
There were no broker non-votes in the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation.
 
Our shareholders approved the appointment of Forvis LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, with shares voted as follows:
 
Shares voted for
     64,352,416  
Shares against
     771,409  
Shares abstaining
     483,239  
 
There were no broker non-votes in the approval of the appointment of Forvis LLP.
 
Our shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in our 2024 Proxy Statement, with shares voted as follows:
 
Shares voted for
     31,123,147  
Shares against
     7,374,356  
Shares abstaining
     800,640  
 
There were 26,308,921 broker non-votes in the approval, on an advisory basis, the compensation of the Company’s named executive officers.
 
 
 
 
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.
 
 
AQUA METALS, INC.
  
     
     
Dated: May 23, 2024
/s/ Judd Merrill
  
 
Judd Merrill
  
 
Chief Financial Officer
  
 
 
v3.24.1.1.u2
Document And Entity Information
May 23, 2024
Document Information [Line Items]  
Entity, Registrant Name AQUA METALS, INC.
Document, Type 8-K
Document, Period End Date May 23, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-37515
Entity, Tax Identification Number 47-1169572
Entity, Address, Address Line One 5370 Kietzke Lane, Suite 201
Entity, Address, City or Town Reno
Entity, Address, State or Province NV
Entity, Address, Postal Zip Code 89511
City Area Code 775
Local Phone Number 446-4418
Title of 12(b) Security Common stock
Trading Symbol AQMS
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001621832
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