AUDIOEYE, INC. (OTCMKTS:AEYE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AUDIOEYE, INC. (OTCMKTS:AEYE) 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

As reported below in Item 5.07, on December 9, 2020, the stockholders of AudioEye, Inc. (the “Company”) approved the Company’s 2020 Equity Incentive Plan (the “2020 Plan”). Approval of the 2020 Plan was included as Proposal 1 in the Company’s definitive proxy statement for its Special Meeting of Stockholders filed with the Securities and Exchange Commission on November 9, 2020 (the “Proxy Statement”).

The 2020 Plan provides for the issuance of up to 1,000,000 shares of the Company’s common stock to the Company’s employees, non-employee directors, consultants and advisors. Awards under the 2020 Plan can be granted in the form of stock options, stock appreciation rights, restricted stock, stock units, other stock-based awards and cash incentive awards. The 2020 Plan will be administered by the Compensation Committee of the Company’s Board of Directors. No new awards will be made under the AudioEye, Inc. 2019 Equity Incentive Plan.

The terms of the 2020 Plan are described in more detail in the Proxy Statement, which description is incorporated herein by reference.  The descriptions of the 2020 Plan contained herein and incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the full text of the 2020 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The forms of award agreements to be used in connection with awards made under the 2020 Plan to the Company’s executive officers and non-employee directors are filed as Exhibits 10.2 through 10.6 hereto and the terms thereof are incorporated herein by reference:

On December 9, 2020, the Company held a Special Meeting of Stockholders (the “Special Meeting”) entirely online via live webcast. At the Special Meeting, the Company’s stockholders voted on the two proposals described below. The proposals presented at the Special Meeting are described in detail in the Proxy Statement.

As of the record date for the Special Meeting, there were 10,020,128 shares of the Company’s common stock outstanding and 100,000 shares of Series A Convertible Preferred Stock, convertible into a total of 291,030 shares of common stock, outstanding, constituting all of the outstanding voting securities of the Company. At the Special Meeting, shares with the voting power of 5,845,515 shares of common stock, or 56.69 % of the total voting power of the Company’s outstanding capital stock entitled to vote, were represented by proxy.

The final results for each of the proposals submitted to a vote of stockholders at the Special Meeting are as follows:

Proposal 1 – To approve the AudioEye, Inc. 2020 Equity Incentive Plan.

(d) Exhibits.

10.1 AudioEye, Inc. 2020 Equity Incentive Plan
10.2 Form of Restricted Stock Unit Award Agreement (Time-Based) under the AudioEye, Inc. 2020 Equity Incentive Plan
10.3 Form of Restricted Stock Unit Award Agreement (Non-Employee Director Awards) under the AudioEye, Inc. 2020 Equity Incentive Plan
10.4 Form of Performance Stock Unit Award Agreement (Performance-Based) under the AudioEye, Inc. 2020 Equity Incentive Plan
10.5 Form of Incentive Stock Option Award Agreement under the AudioEye, Inc. 2020 Equity Incentive Plan
10.6 Form of Non-Qualified Stock Option Award Agreement under the AudioEye, Inc. 2020 Equity Incentive Plan
10.7 Form of Other Stock-Based Award Agreement under the AudioEye, Inc. 2020 Equity Incentive Plan


AUDIOEYE INC Exhibit
EX-10.1 2 tm2038250d1_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   AUDIOEYE,…
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About AUDIOEYE, INC. (OTCMKTS:AEYE)

AudioEye, Inc. (AudioEye) is a marketplace providing Web accessibility solutions for its clients’ customers through its Ally Platform Products. The Company generates revenues through the sale of subscriptions of its software as a service (SaaS) technology platform, called the AudioEye Ally Platform, to Website owners, publishers, developers and operators, and through the delivery of managed services combined with the implementation of the AudioEye solution. Its customers span disparate industries and target market verticals, which encompass (but are not limited to) the human resources, finance, transportation, media and education. Its compliance solutions focus on remediation of the accessibility issues, followed by analysis identifying and addressing compliance program. By deploying AudioEye remediation technology to fix common and high-impact issues, it is able to manage the usability of its client sites on the first day that they implement its solution into their site.

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