BKYI shareholders approve pay and stock plan amendments; auditor selection cleared

Rhea-AI Filing Summary

BIO-key International held its Annual Meeting on August 8, 2025 where shareholders elected five directors — Michael W. DePasquale, Wong Kwok Fong (Kelvin), Robert J. Michel, Emmanuel Alia and Cameron E. Williams — each receiving between 995,776 and 1,001,229 votes in favor, with 2,713,111 broker non-votes recorded on those elections.

Shareholders also ratified Bush & Associates CPA LLC as the company’s independent registered public accounting firm (3,500,203 for; 461,100 against; 52,205 abstain), approved the advisory vote on executive compensation (975,360 for; 317,871 against; 7,166 abstain; 2,713,111 broker non-votes), and approved amendments to the 2023 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan with vote totals reported.

Positive

• Five directors elected to one-year terms with clear majority support among votes cast (each between 995,776 and 1,001,229 votes for).
• Auditor ratified: Bush & Associates CPA LLC approved with 3,500,203 votes in favor.
• Advisory approval of executive compensation passed and two equity plan amendments (2023 Stock Incentive Plan and 2021 ESPP) were approved.

Negative

• Large broker non-votes (2,713,111) recorded on multiple proposals reduced the number of shares that cast a vote on those items.
• Notable opposition/withheld votes on certain items: 461,100 votes against auditor ratification and 317,871 votes against the advisory executive compensation proposal.

Insights

Corporate Governance Expert

TL;DR Routine director elections and plan approvals passed, but a large volume of broker non-votes limited the voting universe on several proposals.

The five nominee directors were elected with roughly 995k–1.00M votes in favor each, while 2,713,111 broker non-votes appear on multiple items, meaning many shares held by brokers did not return a vote on those proposals. The advisory executive compensation vote and equity plan amendments were approved, reflecting majority support among shares voted. These outcomes are standard annual-meeting actions but the concentration of broker non-votes is a governance datapoint worth noting for shareholder engagement analysis.

Audit/Financial Analyst

TL;DR Auditor ratification passed decisively, though a measurable minority opposed the selection.

Shareholders ratified Bush & Associates CPA LLC as the independent auditor with 3,500,203 votes for versus 461,100 against and 52,205 abstentions. While the for vote is strong in absolute terms, the dissent of >460k shares is notable as part of the overall voting record. Advisory approval of executive compensation also passed with 975,360 for and 317,871 against. These are material governance outcomes for year-ahead audit and pay oversight.

false 0001019034 0001019034 2025-08-08 2025-08-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 8, 2025

BIO-key International, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)	1-13463 (Commission File Number)	41-1741861 (I.R.S. Employer Identification No.)
101 CRAWFORDS CORNER ROAD, SUITE 4116, HOLMDEL, NJ 07733 (Address of principal executive offices) (Zip Code)
(732) 359-1100 (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:

☐ 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 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	BKYI	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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.

BIO-key International, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on Friday, August 8, 2025. All holders of record of the Company’s common stock outstanding as of the close of business on June 20, 2025 were entitled to vote at the Annual Meeting. At the Annual Meeting, stockholders approved the proposals set forth below. Each of the proposals is more fully described in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on June 27, 2025.

1.         Proposal to elect the following nominees to serve as members of the Company’s board of directors for a one-year term: Michael W. DePasquale, Wong Kwok Fong (Kelvin), Robert J. Michel, Emmanuel Alia, and Cameron E. Williams. Each of the nominees were elected and the final voting results were as follows:

Name		Votes For			Withheld			Broker Non-Votes
Michael DePasquale		1,000,092			300,305			2,713,111
Wong Kwok Fong (Kelvin)		995,776			304,621			2,713,111
Robert J. Michel		1,001,229			299,168			2,713,111
Emmanuel Alia		996,098			304,299			2,713,111
Cameron E. Williams		1,001,119			299,278			2,713,111

2.          Proposal to ratify the selection of Bush & Associates CPA LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The proposal was approved and the final voting results were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
3,500,203			461,100			52,205			0

3.          Proposal to approve, on a non-binding and advisory basis, the compensation paid to the Company’s named executive officers.  The proposal was approved and the final voting results were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
975,360			317,871			7,166			2,713,111

4.          Proposal to approve an amendment to the BIO-key International, Inc. 2023 Stock Incentive Plan. The proposal was approved and the final voting results were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
984,898			306,548			8,951				2,713,111

5.          Proposal to approve an amendment to the BIO-key International, Inc. 2021 Employee Stock Purchase Plan. The proposal was approved and the final voting results were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
1,024,119			269,561			6,717			2,713,111

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.

	BIO-KEY INTERNATIONAL, INC.
Date: August 13, 2025
	By:	/s/ Cecilia C. Welch
		Cecilia C. Welch
		Chief Financial Officer

FAQ

Who was elected to the BIO-key (BKYI) board at the 2025 Annual Meeting?

Shareholders elected Michael W. DePasquale, Wong Kwok Fong (Kelvin), Robert J. Michel, Emmanuel Alia and Cameron E. Williams to one-year terms.

Was the independent auditor for BIO-key (BKYI) ratified by shareholders?

Yes. Shareholders ratified Bush & Associates CPA LLC as the company's independent registered public accounting firm with 3,500,203 votes for.

What were the results of the advisory vote on executive compensation (BKYI)?

The advisory compensation proposal was approved with 975,360 votes for, 317,871 against, and 7,166 abstentions; there were 2,713,111 broker non-votes.

Did BIO-key (BKYI) approve amendments to its equity plans?

Yes. Shareholders approved amendments to the 2023 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan; vote totals were reported in the filing.

How many broker non-votes were recorded at the meeting?

The filing reports 2,713,111 broker non-votes on several proposals, including director elections and equity-related items.

Were there significant votes withheld or against any proposals?

Yes. Examples include 461,100 votes against auditor ratification and 317,871 votes against the advisory executive compensation proposal.