VerifyMe Inc.

09/25/2026 | Press release | Distributed by Public on 09/25/2026 04:01

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 24, 2026, at the Annual Meeting of Stockholders ("Annual Meeting") of VerifyMe, Inc. (the "Company"), the proposals set forth below were submitted to the company's securityholders. The aggregate number of shares of common stock entitled to vote at the Annual Meeting, on an as converted basis, was 13,309,640. Approximately 6,168,364 shares (representing 46.34% of total shares of common stock entitled to vote, on an as converted basis) were present or represented by proxy at the Annual Meeting. The voting results for the proposals are as follows:

1. The Company's stockholders approved, pursuant to Nasdaq Listing Rule 5635(a), the issuance of shares of the Company's common stock to each holder of outstanding ordinary shares of Open World, Ltd. ("OpenWorld"), each holder of an OpenWorld Simple Agreement For Future Equity, and Each Holder of OpenWorld Options that will be assumed by the Company, which will represent more than 20% of the shares of the Company's common stock outstanding immediately prior to the Merger by and among the Company, VRME Subsidiary Corp., and OpenWorld, pursuant to which VRME Subsidiary Corp. will merger with and into OpenWorld, with OpenWorld surviving the merger as a wholly owned subsidiary of VerifyMe (the "Merger"), and the stockholders also approved, in the event such share issuance constitutes a change of control, pursuant to Nasdaq Listing Rule 5635(b), the change of control resulting from the Merger and the other transactions contemplated by the Merger Agreement.

Votes For Votes Against Votes Abstained Broker Non-Votes
6,071,943 89,082 7,339 0

2. The Company's stockholders elected the following nominees as directors, each to serve for a one-year term expiring in 2027 and until their successors are duly elected and qualified, or until the director's earlier death, resignation or removal.

Director Nominee Votes For Authority Withheld Broker Non-Votes
Marshall Geller 6,037,092 131,272 0
Howard Goldberg 5,850,262 318,102 0
Scott Greenberg 5,767,151 401,213 0
Adam H. Stedham 6,021,769 146,595 0
David Edmonds 6,037,337 131,027 0

3. The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.

Votes For Votes Against Votes Abstained Broker Non-Votes
5,456,128 360,245 351,991 0

4. The Company's stockholders approved the Fourth Amendment to the VerifyMe 2020 Equity Incentive Plan (the "Plan") to increase the authorized number of shares available for future issuance under the Plan.

Votes For Votes Against Votes Abstained Broker Non-Votes
5,270,783 511,244 386,337 0

5. The Company's stockholders ratified the selection of MaloneBailey, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes For Votes Against Votes Abstained Broker Non-Votes
6,095,592 57,782 14,990 0
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