Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 9, 2017


Atomera Incorporated

(Exact name of registrant as specified in its charter)


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


750 University Avenue, Suite 280

Los Gatos, California 95032

(Address of principal executive offices) (zip code)


(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 (see General Instruction A.2. below):



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))

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 2017 Annual Meeting of Stockholders of Atomera Incorporated was held on May 9, 2017. The votes cast with respect to each item of business properly presented at the meeting are as follows:


· The stockholders elected each of the six directors to the Board of Directors of Atomera Incorporated with terms expiring at the 2018 annual meeting of stockholders, as follows:


Name For Withheld Broker Non-Vote
John Gerber 4,900,212 124,901 1,992,392
Scott Bibaud 5,021,356 3,757 1,992,392
Erwin Trautmann 5,021,356 3,757 1,992,392
C. Rinn Cleavelin 4,896,205 128,908 1,992,392
Rolf Stadheim 5,021,356 3,757 1,992,392
Steve Shevick 5,021,356 3,757 1,992,392


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


For 6,994,801
Against 22,260
Withheld 444
Broker Non-Vote 0


· The stockholders ratified the Company’s 2017 Stock Incentive Plan.


For 3,434,710
Against 845,098
Withheld 745,305
Broker Non-Vote 1,992,392












Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


May 11, 2017 By:     /s/ Francis B. Laurencio
  Francis B. Laurencio, Chief Financial Officer