0001429764 false 0001429764 2022-07-11 2022-07-11 0001429764 us-gaap:CommonStockMember 2022-07-11 2022-07-11 0001429764 BLNK:CommonStockPurchaseWarrantsMember 2022-07-11 2022-07-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 11, 2022

 

BLINK CHARGING CO.
(Exact name of registrant as specified in its charter)

 

Nevada   001-38392   03-0608147

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

605 Lincoln Road, 5th Floor

Miami Beach, Florida

  33139
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (305) 521-0200

 

N/A
(Former name or former address, if changed since last report.)

 

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   BLNK   The Nasdaq Stock Market LLC
Common Stock Purchase Warrants   BLNKW   The Nasdaq Stock Market LLC

 

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))

 

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. ☐

 

 

 

 

 

 

CURRENT REPORT ON FORM 8-K

 

Blink Charging Co.

 

July 11, 2022

 

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

 

On July 11, 2022, we held our annual meeting of stockholders. The following matters were submitted to our stockholders for consideration (all of which were set forth in our definitive proxy statement on Schedule 14A filed with the SEC on May 26, 2022):

 

Proposal 1: Election of six directors to our board of directors for a one-year term of office expiring at the 2023 Annual Meeting of Stockholders.

 

Proposal 2: Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022.

 

Proposal 3: An advisory vote to approve executive compensation (“say-on-pay” vote).

 

We had 42,741,387 shares of common stock outstanding on May 18, 2022, the record date for the annual meeting. At the annual meeting, holders of 29,344,494 shares of our common stock were present in person or represented by proxy. The full voting results were as follows:

 

1.       Election of Six Directors. Our stockholders elected the six nominees listed in our definitive proxy statement to serve on our board of directors for a one-year term of office expiring at the 2023 Annual Meeting of Stockholders. The results of the voting were as follows:

 

  Votes For  

Votes

Withheld

 

Broker

Non-Votes

           
Michael D. Farkas 11,846,221   362,303   17,135,970
           
Brendan S. Jones 11,316,156   892,368   17,135,970
           
Louis R. Buffalino 9,304,563   2,903,961   17,135,970
           
Jack Levine 9,308,046   2,900,478   17,135,970
           
Kenneth R. Marks 10,325,783   1,882,741   17,135,970
           
Ritsaart van Montfrans 9,918,931   2,289,593   17,135,970

 

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2.       Ratification of Independent Registered Public Accounting Firm. Our stockholders ratified the appointment of Marcum LLP as our independent registered public accountants for the year ending December 31, 2022. The results of the voting were as follows:

 

Votes For  

Votes

Against

 

Votes

Abstained

 

Broker

Non-Votes

             
28,356,554   507,660   480,280   0

 

3.       Advisory “Say-on-Pay” Vote to Approve Executive Compensation. Our stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers for 2021. The results of the voting were as follows:

 

Votes For  

Votes

Against

 

Votes

Abstained

 

Broker

Non-Votes

             
8,511,941   3,570,319   126,264   17,135,970

 

Item 9.01.Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

 

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.

 

  BLINK CHARGING CO.
   
Dated: July 13, 2022 By: /s/ Michael D. Farkas 
  Name: Michael D. Farkas
  Title: Chairman and Chief Executive Officer

 

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