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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): May 4, 2023





(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 2023 Annual Meeting of Stockholders of Atomera Incorporated (“the Company”) was held on May 4, 2023. 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 2024 annual meeting of stockholders, as follows:


Name For Withheld Broker Non-Vote
John Gerber 7,954,273 516,760 8,519,907
Scott Bibaud 8,003,403 467,630 8,519,907
Steven Shevick 8,003,074 467,959 8,519,907
Duy-Loan Le 8,028,510 442,523 8,519,907
Suja Ramnath 8,070,049 400,984 8,519,907


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


For 16,783,218  
Against 102,021  
Withheld 105,701  
Broker Non-Vote 0  


  · The stockholders approved the Company’s 2023 Stock Incentive Plan, as amended.


For 6,106,654  
Against 2,272,045  
Withheld 92,334  
Broker Non-Vote 8,519,907  



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


For 6,658,949  
Against 1,310,584  
Withheld 501,500  
Broker Non-Vote 8,519,907  













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.


Dated: May 5, 2023 /s/ Francis B. Laurencio  

Francis B. Laurencio,

Chief Financial Officer