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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): August 4, 2023

 

INNOVATIVE EYEWEAR, INC.

(Exact name of registrant as specified in its charter)

 

Florida   001-41392   84-2794274

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

  

11900 Biscayne Blvd., Suite 630
North Miami, Florida		  

 

33181

(Address of principal executive offices)   (Zip Code)

 

  (786) 785-5178  

(Registrant’s telephone number, including area code)

 

 

(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))

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.00001 per share   LUCY   The Nasdaq Stock Market LLC
Warrants to purchase Common Stock   LUCYW   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.

 

On August 4, 2023, Innovative Eyewear, Inc. (the “Company”) completed its 2023 annual meeting of stockholders (the “Annual Meeting”). The number of shares of common stock, par value $0.00001 of the Company (the “Common Stock”) entitled to vote at the Annual Meeting was 8,417,239 shares. Stockholders were entitled to one vote for each share of Common Stock owned. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 6,216,661 shares of Common Stock.

 

Proposal No. 1 – Election of directors

 

The Company’s stockholders elected Harrison R. Gross, Kristen McLaughlin, Louis Castro, and Olivia C. Bartlett to serve until the 2024 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier resignation or removal or otherwise is disqualified from serving as a director of the Company. The voting results were as follows:

 

Nominee   Shares Voted For   Shares Withheld   Broker Non-Votes
Harrison Gross   5,379,865   240,173   596,623
Kristen McLaughlin   5,382,068   237,970   596,623
Louis Castro   5,388,047   231,991   596,623
Olivia Bartlett   5,379,124   240,914   596,623

 

Proposal No. 2 – Ratification of the appointment by the Board of the Company of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023

 

The Company’s stockholders ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows: 

 

For   Against   Abstain  
5,888,203   324,898   3,560  

 

Proposal No. 3 – Approval, on a nonbinding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2022

 

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ending December 31, 2022. The voting results were as follows: 

 

For   Against   Abstain   Broker Non-Votes
5,353,810   258,331   7,897   596,623

   

Proposal No. 4 – Frequency of the nonbinding advisory vote regarding the executive compensation of named executive officers, every one (1), two (2) or three (3) years 

 

The Company’s stockholders recommended, on a non-binding advisory basis, three (3) years as the frequency with which the Company should hold future non-binding advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”). The voting results were as follows:

 

One (1)   Two (2)   Three (3)   Abstain
309,932   22,925   5,281,765   5,416

 

Consistent with a majority of the votes cast with respect to this proposal and with the recommendation of the Board, the Company will hold Say-on-Pay Votes every year, unless the Board determines, in its discretion, to hold votes on a different frequency. The next non-binding advisory vote regarding the frequency of the Say-on-Pay Vote is required to occur no later than the annual meeting occurring six years after the Annual Meeting (which will be the Company's 2029 annual meeting of stockholders).

 

 1 

 

 

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.

 

Dated: August 7, 2023

 

  Innovative Eyewear, Inc.
   
  /s/ Harrison Gross
  Name: Harrison Gross
  Title:    Chief Executive Officer

 

 2 

 

 

 

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Cover
Aug. 04, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 04, 2023
Entity File Number 001-41392
Entity Registrant Name INNOVATIVE EYEWEAR, INC.
Entity Central Index Key 0001808377
Entity Tax Identification Number 84-2794274
Entity Incorporation, State or Country Code FL
Entity Address, Address Line One 11900 Biscayne Blvd.
Entity Address, Address Line Two Suite 630
Entity Address, City or Town North Miami
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33181
City Area Code (786)
Local Phone Number 785-5178
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock, par value $0.00001 per share  
Title of 12(b) Security Common Stock, par value $0.00001 per share
Trading Symbol LUCY
Security Exchange Name NASDAQ
Warrants to purchase Common Stock  
Title of 12(b) Security Warrants to purchase Common Stock
Trading Symbol LUCYW
Security Exchange Name NASDAQ
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