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) June 20,
2019
AutoWeb, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34761
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33-0711569
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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18872 MacArthur Boulevard, Suite 200,
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Irvine,
California
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92612-1400
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (949)
225-4500
(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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Trading
Symbols(s)
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Name of
Each exchange on which registered
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Common
Stock
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AUTO
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The
Nasdaq Stock Market
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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).
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Emerging growth company
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☐
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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.
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☐
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The
AutoWeb, Inc. 2019 Annual Meeting of Stockholders
(“Annual
Meeting”) was held on June 20, 2019 at the corporate
offices of AutoWeb, Inc. (“Company”). A total of 12,400,180
shares of the Company’s Common Stock, par value $0.001 per
share, were present or represented by proxy at the Annual Meeting,
representing 94.3% of the Company’s shares outstanding as of
April 22, 2019, the Annual Meeting’s record
date.
Set
forth below are brief descriptions of each of the four proposals
voted upon by stockholders at the Annual Meeting and the final
voting results for each such proposal.
Proposal 1.
Election of two
Class III Directors of the Company to hold office until the 2022
Annual Meeting of Stockholders and until the election and
qualification of such directors’ successors.
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Director Nominees
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For
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Withheld
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Broker Non-Votes
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Michael
J. Fuchs
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6,545,402
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163,438
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5,691,340
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Janet
M. Thompson
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6,560,136
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148,704
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5,691,340
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Proposal 2.
Advisory vote on the compensation of the
Company’s named executive officers
(say-on-pay).
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For
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Against
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Abstain
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Broker
Non-Votes
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5,720,830
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886,162
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101,848
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5,691,340
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Proposal 3.
Advisory vote to
determine the frequency of future advisory votes on the
compensation of the Company’s named executive officers
(say-on-frequency).
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1-Year
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2-Years
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3-Years
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Abstain
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Broker Non-Votes
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1,168,934
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5,419,035
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21,089
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99,782
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5,691,340
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In light of the foregoing results on Proposal 3, the
Company’s board of directors determined that it will include
a shareholder vote on the compensation of executives in its proxy
materials every two years until the next required vote on the
frequency of shareholder votes on compensation of executives or the
board of directors determines that a different frequency for that
vote is in the best interests of the Company and its
stockholders.
Proposal 4.
Ratification of the
appointment of Moss Adams LLP as AutoWeb’s independent
registered public accounting firm for 2019.
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For
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Against
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Abstain
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Broker Non-Votes
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11,985,304
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13,976
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400,900
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N/A
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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.
Date:
June 21, 2019
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AUTOWEB,
INC.
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By:
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/s/ Glenn E.
Fuller
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Glenn
E. Fuller, Executive Vice President,
Chief
Legal Officer and Secretary
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