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8-KAccepted Oct 6, 4:48 PM ET

BIO-key International, Inc.: annual meeting votes and adjournment

BKYIBIO KEY INTERNATIONAL INC

Accepted (ET)

4:48 PM

Oct 6, 2026

Filed

Oct 6, 2026

Documents

12

Size

182.4 KB

Summary

BIO-key International, Inc.: annual meeting votes and adjournment

Updated

What happened

  • BIO-key International, Inc. filed a Current Report on Form 8-K reporting that at the reconvened annual meeting on Oct 2, 2026, stockholders approved Proposals 1, 2 and 3 and that the company adjourned the annual meeting to give stockholders more time to consider and vote on Proposal 4.
  • The meeting had been convened on Sep 3, 2026 and adjourned until Oct 2, 2026 at 10:00 a.m. local time at the company’s offices at 101 Crawfords Corner Road, Suite 4116, Holmdel, NJ 07733.

Key details

  • Record date was Jul 15, 2026. A total of 606,778 shares were present in person or by proxy, representing approximately 55.8% of the 1,087,360 shares outstanding and entitled to vote, constituting a quorum.
  • Proposal 1 — election of directors (each elected):
    • Michael W. DePasquale: 187,344 votes for, 91,053 withheld, 328,381 broker non-votes.
    • Wong Kwok Fong (Kelvin): 189,177 votes for, 89,220 withheld, 328,381 broker non-votes.
    • Robert J. Michel: 189,181 votes for, 89,216 withheld, 328,381 broker non-votes.
    • Emmanuel Alia: 189,037 votes for, 89,360 withheld, 328,381 broker non-votes.
    • Cameron E. Williams: 189,160 votes for, 89,237 withheld, 328,381 broker non-votes.
  • Proposal 2 — ratify selection of M&K CPAs, PLLC as independent registered public accounting firm for the year ending Dec 31, 2026: 497,275 votes for, 107,464 votes against, 2,039 abstentions.
  • Proposal 3 — advisory approval of named executive officer compensation: 175,347 votes for, 100,140 votes against, 2,910 abstentions, 328,381 broker non-votes.
  • The company adjourned the meeting to allow more time for stockholder consideration of Proposal 4, which seeks approval, for purposes of complying with NASDAQ Listing Rule 5635(d), of the issuance of up to 1,236,668 shares upon exercise of warrants issued in the Aug 10, 2026 warrant inducement transaction. Polls for Proposals 1-3 were closed; polls for Proposal 4 remain open and final voting results on Proposal 4 will be reported in a subsequent Form 8-K. Proxy materials were filed Jul 24, 2026 and supplemented Aug 24, 2026.

Why it may matter

  • The filing reports Item 5.07 (submission of matters to a vote of security holders) and Item 8.01 (other events) and provides the voting results and the adjournment to consider Proposal 4. The filing does not show why the insider traded or why the company acted.

AI-written summary · check the filing