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): June 11, 2025

AWARE, INC.

(Exact name of registrant as specified in its charter)

     Massachusetts

     000-21129

     04-2911026

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (IRS Employer
Identification No.)

    

76 Blanchard Road, Burlington, MA, 01803

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (781) 687-0300

Not Applicable

(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:

☐ 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, par value $.01 per share

     AWRE

     The Nasdaq Global Market

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 June 11, 2025 we held our Annual Meeting. A total of 21,304,039 shares of our common stock were outstanding as of April 15, 2025, the record date for the Annual Meeting.

At the Annual Meeting, our shareholders voted (i) to re-elect Brent P. Johnstone and John S. Stafford, III as our Class II directors for three-year terms, (ii) to approve an advisory proposal on the compensation of our named executive officers, (iii) to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.

1. Election of Class II Directors.


Nominee	For	Withheld	Broker Non-Votes
Brent P. Johnstone	8,371,565	3,556,112	4,435,510
John S. Stafford, III	9,404,606	2,523,071	4,435,510

2. To approve, on an advisory basis, the compensation of our named executive officers.


For	Against	Abstain	Broker Non-Votes
11,037,948	668,425	221,304	4,435,510

3. To ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024


For	Against	Abstain	Broker Non-Votes
15,546,500	743,310	73,377	0

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, thereunto duly authorized.


	AWARE, INC.

Dated: June 13, 2025	By:	/s/ David K. Traverse
		David K. Traverse
		Chief Financial Officer

AWARE INC /MA/ 8-K