false 0001354866 0001354866 2024-11-20 2024-11-20
 
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 20, 2024
 
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
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.
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
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.
 
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 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:
 
Name
  
Votes For
  
Votes Against
Votes Withheld
  
Broker Non-Votes
Bryan Ganz
  
12,140,577
  
127,596
15,808
  
6,295,579
Herbert Hughes
  
12,105,527
  
163,406
15,048
  
6,295,579
Chris Lavern Reed
  
12,012,924
  
250,381
20,676
  
6,295,579
Leonard Elmore
  
10,389,848
  
1,874,135
19,998
  
6,295,579
Emily Rooney
  
10,786,897
  
1,477,338
19,746
  
6,295,579
 
 
 
 
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, 2024 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
18,553,111
  
11,919
  
14,530
 
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:
 
Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
10,201,579
  
2,069,976
  
12,426
  
6,295,579
 
 
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:
 
Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
11,525,926
  
741,952
  
16,103
  
6,295,579
 
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit
Number
  
Title
10.1
  
     
104
 
 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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: November 21, 2024
By:
/s/ Bryan Ganz
  
   
Name: Bryan Ganz
Title: Chief Executive Officer
  
 
 
 
v3.24.3
Document And Entity Information
Nov. 20, 2024
Document Information [Line Items]  
Entity, Registrant Name BYRNA TECHNOLOGIES INC.
Document, Type 8-K
Document, Period End Date Nov. 20, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 333-132456
Entity, Tax Identification Number 71-1050654
Entity, Address, Address Line One 100 Burtt Road, Suite 115
Entity, Address, City or Town Andover
Entity, Address, State or Province MA
Entity, Address, Postal Zip Code 01810
City Area Code 978
Local Phone Number 868-5011
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol BYRN
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001354866
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