Form 8-K - Current report

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): September 14, 2023

____________________

REKOR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38338

81-5266334

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

6721 Columbia Gateway Drive, Suite 400, Columbia, MD 21046

(Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code: (410) 762-0800

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, $0.0001 par value per share	REKR	The Nasdaq Stock 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

On September 14, 2023, Rekor Systems, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). An aggregate of 22,927,268 shares held by holders of the Company’s voting stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on July 31, 2023, are as follows:

Proposal 1: At the Annual Meeting, all of the seven (7) nominees for director were elected to serve until the next annual meeting of stockholders and until their successors are named and qualified, or until their earlier resignation or removal. The result of the votes to elect the seven directors was as follows:

Directors	For		Withheld		Broker Non-Votes
Robert Berman		22,163,758		763,510		21,349,947
Paul A. de Bary		21,852,676		1,074,592		21,349,947
Glenn Goord		20,871,780		2,055,488		21,349,947
David Hanlon		17,525,556		5,402,712		21,349,947
Steven D. Croxton		22,163,501		763,767		21,349,947
Sanjay Sarma		22,892,941		34,327		21,349,947
Tim Davenport		22,892,989		34,279		21,349,947

Proposal 2: At the Annual Meeting, the stockholders ratified the appointment of Marcum LLP as our independent public accountant for the fiscal year ending December 31, 2023. The result of the votes to approve Marcum LLP was as follows:

For	Against	Abstain	Broker Non-Vote

44,240,634	27,622	8,959	--

Proposal 3: At the Annual Meeting, the compensation of the Company’s named executive officers was approved by the stockholders, on an advisory basis, by the votes set forth in the table below:

For	Against	Abstain	Broker Non-Vote

22,079,357	807,413	40,498	21,349,947

SIGNATURE

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.

	REKOR SYSTEMS, INC.

Date: September 15, 2023	/s/ Robert A. Berman
	Name: Robert A. Berman Title: Chief Executive Officer

Cover	Sep. 14, 2023
Cover [Abstract]
Entity Registrant Name	REKOR SYSTEMS, INC.
Entity Central Index Key	0001697851
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Sep. 14, 2023
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	81-5266334
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	001-38338
Entity Address Address Line 1	6721 Columbia Gateway Drive
Entity Address Address Line 2	Suite 400
Entity Address State Or Province	MD
Entity Address Postal Zip Code	21046
City Area Code	410
Local Phone Number	762-0800
Security 12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	REKR
Security Exchange Name	NASDAQ
Entity Address City Or Town	Columbia