RESONANT INC. (NASDAQ:RESN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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RESONANT INC. (NASDAQ:RESN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Amendment to Equity Plan
On June 6, 2017, we amended the Resonant Inc. Amended and Restated
2014 Omnibus Incentive Plan to increase the maximum number of
shares of common stock that may be issued to all types of awards
granted under the plan from 2,700,000 to 5,950,000 shares. The plan
amendment was adopted by our Board of Directors on March 29, 2017,
and approved by our stockholders at the 2017 annual meeting of
stockholders held on June 6, 2017. The number of shares available
for award under the plan is subject to adjustment for certain
corporate changes in accordance with the provisions of the plan.
A copy of Amendment No. 2 to the Resonant Inc. Amended and Restated
2014 Omnibus Incentive Plan is attached as Exhibit 10.3 to our
Registration Statement on Form S-8 (File No.: 333-218542) filed
with the Securities and Exchange Commission on June 7, 2017.
Change in Title of Executive Officer
On June 6, 2017, Neal Fenzi’s title was changed from Chief
Operating Officer to Executive Vice President of Engineering.
Item 5.07
Submission of Matters to a Vote of Security Holders.
Resonant Inc. held its 2017 annual meeting of stockholders on June
6, 2017. At the annual meeting, there were 14,504,637 shares
entitled to vote, and 12,909,315 shares (89.0%) were represented at
the annual meeting by proxy or virtually via live webcast.
At the annual meeting, Janet Cooper, Michael Fox, George Holmes,
Robert Hammond, Thomas Joseph, Richard Kornfeld and John Major were
elected directors by a plurality of the votes. Also at the annual
meeting, our stockholders voted to approve an amendment of the
Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan to
increase the maximum number of shares of common stock that may be
issued to awards granted thereunder from 2,700,000 to 5,950,000
shares, and voted to ratify the selection of Crowe Horwath LLP as
our independent registered public accounting firm for the fiscal
year ending December 31, 2017.
The following summarizes vote results for those matters submitted
to our stockholders for action at the annual meeting:
1.
Proposal to elect of Janet Cooper, Michael Fox, George
Holmes, Robert Hammond, Thomas Joseph, Richard Kornfeld and
John Major as directors to hold office until the 2018 annual
meeting or until their successors are elected and qualified.
Name
For
Withhold
Broker Non-Votes
Janet Cooper
6,732,004
97,469
6,079,842
Michael Fox
6,758,062
71,411
6,079,842
George Holmes
6,757,812
71,661
6,079,842
Robert Hammond
6,808,104
21,369
6,079,842
Thomas Joseph
6,707,271
122,202
6,079,842
Richard Kornfeld
6,732,504
96,969
6,079,842
John Major
6,732,504
96,969
6,079,842

2.
Proposal to approve an amendment of the Resonant Inc.
Amended and Restated 2014 Omnibus Incentive Plan to
increase the maximum number of shares of common stock that
may be issued to awards granted thereunder from 2,700,000
to 5,950,000 shares.
For
Against
Abstain
Broker Non-Votes
6,543,092
282,931
3,450
6,079,842

3.
Proposal to ratify the selection of Crowe Horwath LLP as
our independent registered public accounting firm for the
fiscal year ending December 31, 2017.
For
Against
Abstain
Broker Non-Votes
12,679,591
205,772
23,952


About RESONANT INC. (NASDAQ:RESN)

Resonant Inc. is a late-stage development company. The Company creates filter designs for radio frequency (RF) front-ends for the mobile device industry. The RF front-end is the circuitry in a mobile device for analog signal processing and is located between the device’s antenna and its digital baseband. The Company uses a technology called Infinite Synthesized Networks (ISN) to configure and connect resonators, the building blocks of RF filters. The Company uses ISN to develop new classes of filter designs. The Company is also developing a series of single-band surface acoustic wave (SAW) filter designs for frequency bands. The Company is developing multiplexer filter designs for over two bands to address the carrier aggregation (CA) requirements of its customers. In addition, the Company is also developing reconfigurable filter designs to replace multiple filters for multiple bands. The Company is also involved in the development of a filter reconfigurable between three bands.