Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 16, 2020


Verb Technology Company, Inc.
(Exact Name of Registrant as Specified in Charter)


Nevada   001-38834   90-1118043
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)


2210 Newport Boulevard, Suite 200    
Newport Beach, California   92663
(Address of Principal Executive Offices)   (Zip Code)


Registrant’s Telephone Number, Including Area Code: (855) 250-2300


(Former Name or Former Address, if Changed Since Last Report)


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, par value $0.0001   VERB   The Nasdaq Stock Market LLC
Common Stock Purchase Warrants   VERBW   The Nasdaq Stock Market LLC


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.


The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Verb Technology Company, Inc. (the “Company”) was held on October 16, 2020. The following proposals were approved at the Annual Meeting by the votes indicated:


Proposal One: To elect six directors to the Company’s board of directors. The nominees for election were Rory J. Cutaia, James P. Geiskopf, Phillip J. Bond, Kenneth S. Cragun, Nancy Heinen and Judith Hammerschmidt.


The following nominees were elected by the votes indicated to serve as directors until the next annual meeting of stockholders or until their successors are duly elected and qualified:


Name  Total Votes for Director   Total Votes Withheld from Director   Total Broker Non-Votes 
Rory J. Cutaia   14,034,272    485,780    13,979,152 
James P. Geiskopf   13,508,147    1,011,905    13,979,152 
Phillip J. Bond   13,625,739    894,313    13,979,152 
Kenneth S. Cragun   13,573,613    946,439    13,979,152 
Nancy Heinen   14,194,889    325,163    13,979,152 
Judith Hammerschmidt   14,189,833    330,219    13,979,152 


Proposal Two: To address the depletion of shares that were available under the previously approved 2019 Stock and Incentive Compensation Plan (the “Incentive Plan”) which occurred as a result of (i) the allocation of shares to employees in lieu of cash compensation during the company’s COVID-19 Full Employment and Cash Preservation Plan; (ii) allocations to new employees, including those joining the Company following the recent acquisition; (iii) allocations to certain senior level new hires; and (iv) as a result of a recent Nasdaq ruling requiring all shares issued by the Company to individual outside vendors and consultants during the period April 5, 2019 through July 3, 2020, to be deducted from those shares otherwise available to employees under the Incentive Plan; among other reasons, by approving an amendment to add 8,000,000 shares of common stock authorized under the Incentive Plan to the 8,000,000 shares previously approved.


   Total Votes 
For   12,497,387 
Against   1,584,054 
Abstain   438,611 
Broker Non-Votes   13,979,152 


Proposal Three: To ratify the selection of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm.


   Total Votes 
For   28,104,065 
Against   195,828 
Abstain   199,311 
Broker Non-Votes   N/A 


Proposal Four: To consider and vote upon a proposal to adjourn the Annual Meeting, if necessary or appropriate.


   Total Votes 
For   25,137,053 
Against   2,898,207 
Abstain   463,944 
Broker Non-Votes   N/A 






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.


Date: October 22, 2020 Verb Technology Company, Inc.
  By: /s/ Rory J. Cutaia
  Name: Rory J. Cutaia
  Title: President and Chief Executive Officer