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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): June 24, 2025
Commission
file number: 0-22773
NETSOL
TECHNOLOGIES, INC.
(Exact
name of small business issuer as specified in its charter)
| nevada |
|
95-4627685 |
(State
or other Jurisdiction of
Incorporation
or Organization) |
|
(I.R.S. Employer NO.) |
16000
Ventura Blvd. Suite 770, Encino, CA 91436
(Address
of principal executive offices) (Zip Code)
(818)
222-9195 / (818) 222-9197
(Issuer’s
telephone/facsimile numbers, 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(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $.01 par value per share |
|
NTWK |
|
NASDAQ |
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.
On
June 24, 2025, NetSol Technologies, Inc. (the “Company”) convened its annual meeting of shareholders. The following proposals
were submitted to a vote of security holders. Of the total issued and outstanding shares as of April 30, 2025 the record date, 70.70%
or 8,279,429 shares voted in this election. Broker non-votes, which are voted in the ratification of appointment of auditors, are present
for purposes of establishing a quorum, but are not considered voted in other proposals.
1.
Election of Directors
The
following were elected directors of the Company to hold office until the next Annual General Meeting of the Shareholders. A total of
7,194,620 shares of common stock cast votes for directors. The following sets forth the tabulation of the shares voted for each director:
| Director | |
For | | |
Against | | |
Abstain | | |
% of Total Voted For * | |
| Najeeb Ghauri | |
| 5,351,407 | | |
| 1,840,557 | | |
| 2,656 | | |
| 74.40 | % |
| Mark Caton | |
| 4,475,131 | | |
| 2,716,433 | | |
| 3,056 | | |
| 62.22 | % |
| Malea Farsai | |
| 5,362,747 | | |
| 1,829,273 | | |
| 2,600 | | |
| 74.56 | % |
| Syed Kausar Kazmi | |
| 4,727,098 | | |
| 2,464,823 | | |
| 2,699 | | |
| 65.72 | % |
| Ian Smith | |
| 5,518,952 | | |
| 1,672,569 | | |
| 3,099 | | |
| 76.74 | % |
2.
To approve, on an advisory basis, compensation of the Named Executive Officers:
The
shareholders approved on an advisory basis the named executive officer compensation. The following sets forth the tabulation of the shares
voting in connection with this proposal.
| Total
Shares Voted |
|
For |
|
Against |
|
Abstain |
|
%
of Total Voted in Favor * |
| 7,194,620 |
|
5,202,194 |
|
1,928,443 |
|
63,983 |
|
72.95% |
3..
Ratification of Appointment of Auditors:
Fortune
CPA, Inc. was appointed as Auditors for the Company for the fiscal year ending June 30, 2025. Ratification of this appointment was sought
in this proposal. The following sets forth the tabulation of the shares voting for this matter.
| Total
Shares Voted |
|
For |
|
Against |
|
Abstain |
|
%
of Total Voted in Favor * |
| 8,279,429 |
|
7,038,591 |
|
1,239,683 |
|
1,155 |
|
85.02% |
4.
To approve the amendment of our articles of incorporation to increase the number of authorized shares of capital stock from 15,000,000
to 18,500,000 and common stock of the Company from 14,500,000 to 18,000,000 shares of common stock.
| Total
Shares Voted |
|
For |
|
Against |
|
Abstain |
|
%
of Total Voted in Favor * |
| 7,194,620 |
|
5,351,001 |
|
1,828,484 |
|
15,135 |
|
74.53% |
5.
To approve the adoption of the 2025 Equity Incentive Plan.
| Total
Shares Voted |
|
For |
|
Against |
|
Abstain |
|
%
of Total Voted in Favor * |
| 7,194,620 |
|
3,672,082 |
|
3,502,358 |
|
20,180 |
|
51.18% |
*
Less Abstention/Withheld
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
| |
|
NETSOL TECHNOLOGIES,
INC. |
| |
|
|
| Date: |
June 25, 2025 |
/s/Najeeb
Ghauri |
| |
|
NAJEEB GHAURI |
| |
|
Chief Executive Officer |
| |
|
|
| Date: |
June 25, 2025 |
/s/ Roger
K. Almond |
| |
|
ROGER K. ALMOND |
| |
|
Chief Financial Officer |
