authID Shareholders Approve Directors & Equity Plan at 2025 Meeting
authID (Nasdaq:AUID) filed an 8-K disclosing the results of its June 26, 2025 virtual Annual Meeting.
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Rhea-AI Filing Summary
authID (Nasdaq:AUID) filed an 8-K disclosing the results of its June 26, 2025 virtual Annual Meeting.
- Quorum: 6.14 million shares (47% of 13.07 million outstanding) were present.
- Board: All 10 director nominees were elected; highest support was 3.91 million votes.
- Auditor: Cherry Bekaert LLP re-appointed with 6.13 million votes for and 8,355 against.
- Equity Plan: Shareholders approved adding 295,000 shares to the 2024 Equity Incentive Plan (3.68 million for; 0.20 million against).
No other material changes or business actions were reported.
8-K Event Classification
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The |
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
authID Inc. (the “Company”) held its Annual Meeting on June 26, 2025 virtually by conference call and live stream. Of the 13,070,680 shares of Common Stock outstanding on May 5, 2025, the record date, 6,141,871 shares were represented at the Annual Meeting, in person or by proxy, constituting a quorum. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each proposal was as set forth below:
| (1) | Elect ten directors until such nominee’s successor is duly elected and qualified, or until the nominee’s earlier death, resignation or removal. The ten directors receiving the highest vote were appointed to the board. The following directors were elected to the board. |
| For | Withheld | |||||||
| Rhoniel A. Daguro | 3,145,711 | 769,221 | ||||||
| Stephen J. Garchik | 3,905,742 | 9,189 | ||||||
| Ken Jisser | 3,491,997 | 422,935 | ||||||
| Michael L. Koehneman | 3,082,585 | 832,347 | ||||||
| Kunal Mehta | 3,900,826 | 14,106 | ||||||
| Ram Menghani | 3,900,826 | 14,106 | ||||||
| Nicholas Shevelyov | 3,901,178 | 13,754 | ||||||
| Michael C. Thompson | 3,404,191 | 510,741 | ||||||
| Shrikrishna Venkataraman | 3,900,765 | 14,167 | ||||||
| Jacqueline L. White | 3,405,321 | 509,611 | ||||||
| (2) | Ratified the appointment of Cherry Bekaert LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025. This matter was determined based on majority of the votes cast. |
| For | Against | Abstain | ||||||||
| 6,128,725 | 8,355 | 4,791 | ||||||||
| (3) | Approved and ratified the authorization of an additional 295,000 shares of common stock for issuance under the 2024 Equity Incentive Plan. |
| For | Against | Abstain | ||||||||
| 3,683,972 | 201,892 | 29,068 | ||||||||
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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.
| authID Inc. | ||
| Date: June 26, 2025 | By: | /s/ Edward Sellitto |
| Name: | Edward Sellitto | |
| Title: | Chief Financial Officer | |
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