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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 5, 2022

 

 

 

ATOMERA INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware 001-37850 30-0509586
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

  

750 University Avenue, Suite 280

Los Gatos, California 95032

(Address of principal executive offices)

 

(408) 442-5248

(Registrant’s telephone number, including area code)

 

 

 

(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:

 

      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 each exchange on which registered
Common stock: Par value $0.001   ATOM   Nasdaq Global 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

 

The 2022 Annual Meeting of Stockholders of Atomera Incorporated (“the Company”) was held on May 5, 2022. The voting with respect to each item of business properly presented at the meeting are as follows:

 

  · The stockholders elected each of the five directors to the Board of Directors of the Company with terms expiring at the 2023 annual meeting of stockholders, as follows:

  

Name For Withheld Broker Non-Vote
John Gerber 6,628,059 109,164 8,886,109
Scott Bibaud 6,670,053 67,170 8,886,109
Steven Shevick 6,681,229 55,994 8,886,109
Duy-Loan Le 6,656,280 80,943 8,886,109
Suja Ramnath 6,664,564 72,659 8,886,109

 

  · The stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm.

 

For 15,400,849
Against 207,851
Withheld 14,630
Broker Non-Vote 0

 

  ·

The stockholders approved on an advisory basis, the compensation of the Company’s named executive officers.

 

For 4,989,167
Against 1,408,052
Withheld 340,004
Broker Non-Vote 8,886,109

 

  ·

The stockholders indicated, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.

 

One Year 6,144,096
Two Years 20,184
Three Years 384,876
Withheld

188,067

Broker Non-Vote 8,886,109

 

Following the conclusion of the 2022 Annual Meeting of Stockholders, the Board of Directors of the Company approved that the Company shall hold future stockholder advisory votes on the compensation of the Company’s named executive officers on an annual basis until the occurrence of the next advisory vote on the frequency of stockholder votes on the compensation of executives.

 

 

 

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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.

 

  ATOMERA INCORPORATED  
     
     
Dated: May 6, 2022 /s/ Francis B. Laurencio  
 

Francis B. Laurencio,

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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