dmrc-8k_20220513.htm

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): May 13, 2022

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

Oregon

001-34108

26-2828185

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

8500 SW Creekside Place, Beaverton Oregon 97008

(Address of principal executive offices) (Zip Code)

(503) 469-4800

(Registrant’s telephone number, including area code)

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		Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per Share		DMRC		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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).

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

(a) The Company held its annual meeting of shareholders (the “Annual Meeting”) on May 13, 2022.

(b) At the Annual Meeting, 14,269,538 shares were represented to vote either in person or by proxy, or 81% of the outstanding shares, which constituted a quorum. The final results of voting for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposal 1: Election of Directors

Alicia Syrett, Milena Alberti-Perez, Sandeep Dadlani, Kathleen (Katie) Kool, Ravi Kumar Singisetti, Riley McCormack, James T. Richardson, and Andrew J. Walter were elected as directors for a term of one year. The voting for each director was as follows:

					Broker
	For		Withheld		Non-Votes
Alicia Syrett		10,976,631		104,960		3,187,947
Milena Alberti-Perez		11,042,582		39,009		3,187,947
Sandeep Dadlani		10,987,788		93,803		3,187,947
Kathleen (Katie) Kool		11,043,883		37,708		3,187,947
Ravi Kumar Singisetti		10,992,028		89,563		3,187,947
Riley McCormack		11,002,346		79,245		3,187,947
James T. Richardson		10,985,542		96,049		3,187,947
Andrew J. Walter		11,000,123		81,468		3,187,947

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified with 14,211,865 votes in favor, 47,483 votes against and 10,190 abstentions.

Proposal 3: Advisory Vote to Approve Executive Compensation

The nonbinding advisory vote to approve compensation paid to the Company’s executive officers received 10,563,563 votes in favor, 451,127 votes against, 66,901 abstentions and 3,187,947 broker non-votes.

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.

Date:May 16, 2022

By:

/s/ Robert P. Chamness

Robert P. Chamness

Executive Vice President, Chief Legal

Officer and Secretary

Digimarc Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders