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)
(Exact Name of Company as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices and zip code)
(212 ) 356-9500
(Company’s telephone number, including area code)
(Former name or former address, if changed from 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 | ||||||||||||
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):
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 o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
NewtekOne, Inc. (the “Company” or the “Registrant”) held its Annual Meeting of Shareholders on June 14, 2023 (the “Annual Meeting”). The proposals considered at the Annual Meeting are described in detail in the Registrant’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission (“SEC”) on May 1, 2023 (the “Annual Meeting Proxy”).
At the Annual Meeting, the Registrant’s shareholders approved Proposals I, II, IV and V, as described in the Annual Meeting Proxy, and provided an advisory vote with respect to Proposal III.
A total of 17,785,144 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting. The tabulation of votes was:
Proposal I: To elect two directors of the Company to serve on the Board of Directors until the Company’s Annual Meeting of Shareholders in 2026 and until their successors are duly elected and qualified:
| Director | Votes For | Votes Withheld | ||||||||||||
Richard Salute | 10,032,644 | 402,089 | ||||||||||||
Salvatore Mulia | 10,000,851 | 433,882 | ||||||||||||
Proposal II: To ratify the selection of RSM US LLP as the Company’s independent registered accounting firm (independent auditors) for the fiscal year ended December 31, 2023:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 17,529,268 | 255,876 | 168,850 | ||||||||||||
Proposal III: An advisory vote on the compensation of the Company’s named executive officers:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 9,449,516 | 654,290 | 330,926 | ||||||||||||
Proposal IV: Approval of the Company6s 2023 Stock Incentive Plan:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 9,276,639 | 856,559 | 301,535 | ||||||||||||
Proposal V: Approval of the Company's 2023 Employee Stock Purchase Plan:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 9,723,029 | 510,254 | 201,450 | ||||||||||||
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEWTEKONE, INC. | ||||||||
| Date: June 16, 2023 | By: | /S/ BARRY SLOANE | ||||||
| Barry Sloane | ||||||||
| Chief Executive Officer, President and Chairman of the Board | ||||||||