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)
(Exact name of registrant as specified in its charter)
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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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(Address of principal executive offices, including zip code)
(775 ) 548-1785
(Registrant’s telephone number, including area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
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ITEM 5.07.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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(a)
The 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) of VirnetX Holding Corporation (the “Company”) was held on June 3,
2022. Present at the Annual Meeting in person or by proxy were holders of 47,351,420 shares of the Company’s common stock, representing 66.39% of the voting power of the shares of the Company’s common stock as of April 8, 2022, the
record date for the 2022 Annual Meeting, and constituting a quorum for the transaction of business. The matters that were voted upon at the 2022 Annual Meeting, and the number of votes cast for, against or withheld, as well as the
number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.
(b)
At the 2022 Annual Meeting, the Company’s stockholders (i) elected the Company’s nominee for a Class III director and (ii) ratified
the appointment of Farber Hass Hurley LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2022.
Proposal 1: Election of one Class III director to serve until the 2025 Annual Meeting of Stockholders:
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Michael F. Angelo
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Votes For
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Votes Withheld
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Broker Non-Votes
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16,447,727
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12,327,079
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18,576,614
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Proposal 2: Ratification of the appointment of Farber Hass Hurley LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2022:
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Votes For
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Votes Against
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Abstentions
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45,499,930
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1,573,714
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277,776
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SIGNATURE
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.
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VirnetX Holding Corporation
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By:
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/s/ Kendall Larsen
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Kendall Larsen
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Chief Executive Officer
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Dated: June 8, 2022