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 1630, 2022

AutoWeb, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-34761		33-0711569
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

400 North Ashley Drive, Suite 300

Tampa, Florida 33602-4314

(Address of principal executive offices) (Zip Code)

(949) 225-4500

Registrant’s telephone number, including area code

(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 $0.001 per share	AUTO	The Nasdaq Capital 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 53.0201 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

InOn ~~light~~June of30, ~~the~~2022, ~~previously reported resignations of Chan Galbato and Michael Carpenter from the Board of Directors (“Board”) of~~ AutoWeb, Inc. (“Company”), ~~and~~received ina ~~order~~written tonotification ~~maintain~~(“Notice”) ~~compliance~~from ~~with~~the ~~Nasdaq~~Listing ~~corporate~~Qualifications ~~governance~~department ~~rules relating to the independence~~ of ~~directors on~~ the ~~Board~~Nasdaq ~~and~~Stock ~~its~~Market ~~Audit,~~LLC ~~Compensation and Corporate Governance and Nominations Committees, following the Company’s 2022 Annual Meeting of Stockholders on June 16, 2022~~ (“~~Annual Meeting~~NASDAQ”) advising the ~~Board~~Company ~~reappointed~~that ~~Michael J. Fuchs to~~ the ~~Board~~closing asbid aprice ~~Class~~of ~~III director, effective immediately. Mr. Fuchs’ term as a Class III Director will expire at~~ the Company’s ~~annual~~common ~~meeting~~stock of(“Common ~~stockholders~~Stock”) infor ~~2025.~~the ~~Mr.~~previous ~~Fuchs~~30 ~~was~~consecutive ~~also~~business ~~reappointed~~days ashad abeen ~~member~~below of the ~~Board’s~~minimum ~~Audit Committee, Compensation Committee, Corporate Governance and Nominations Committee and 2022 Special Committee~~$1.00 ~~Mr.~~per ~~Fuchs~~share ~~was~~(“Minimum ~~also~~Bid ~~reappointed~~Price asRequirement”) ~~the~~required ~~Chairman~~for ofcontinued ~~the~~listing ~~Board~~on ~~and~~The ~~Chairman~~Nasdaq ofCapital ~~the~~Market ~~Corporate~~pursuant ~~Governance~~to ~~and~~NASDAQ ~~Nominations~~Listing ~~Committee.~~Rule ~~Mr. Fuchs served as~~ 5550(a)(2) ~~member of the Board from September 1996 until the Annual Meeting~~(“Rule”). AsThe ~~previously~~Notice ~~reported,~~has inno ~~connection~~immediate ~~with~~effect ~~a reduction in the number of authorized directors~~ on the ~~Board,~~listing ~~the Board decided not to nominate Mr. Fuchs for re-election as a member~~ of the ~~Board~~Common atStock ~~the~~on ~~Annual~~The ~~Meeting.~~Nasdaq ~~This~~Capital ~~decision was made prior to the resignations of Messrs~~Market. ~~Galbato and Carpenter.~~

~~Since~~Pursuant ~~May~~to ~~2001~~NASDAQ Listing Rule 5810(c)(3)(A), ~~Mr.~~the ~~Fuchs~~Company has been ~~engaged~~provided inan ~~private~~initial ~~investing~~grace ~~for~~period ~~his~~of ~~own~~180 ~~behalf.~~calendar ~~From~~days, ~~November~~or ~~2000~~until toDecember ~~May 2001~~27, ~~Mr. Fuchs was Chief Executive Officer of MyTurn.com~~2022, ~~Inc. and was Interim Chief Executive Officer from April 2000~~ to ~~October~~regain ~~2000.~~compliance ~~Mr.~~with ~~Fuchs~~the ~~was~~Minimum aBid ~~consultant~~Price ~~from November 1995 to April 2000~~Requirement. The ~~Mr.~~Notice ~~Fuchs~~further ~~was~~provides ~~also~~that ~~Chairman~~NASDAQ ~~and~~will ~~Chief~~provide ~~Executive~~written ~~Officer~~confirmation ofstating ~~Home~~that ~~Box~~the ~~Office, a division of TimeWarner Entertainment~~ Company, ~~L.P.,~~has aachieved ~~leading~~compliance ~~pay-television~~with ~~company,~~the ~~from~~Rule ~~October~~if ~~1984~~at ~~until~~any ~~November~~time ~~1995,~~before ~~and~~December ~~Chairman and Chief Executive Officer of Warner Music Group~~27, ~~a division of Time Warner Inc.~~2022, ~~from~~the ~~May~~bid ~~1995~~price toof ~~November~~the ~~1995.~~Common ~~Mr.~~Stock ~~Fuchs~~closes ~~holds~~at ~~a B~~$1.A.00 ~~Degree~~per ~~from~~share ~~Union~~or ~~College~~more ~~and~~for a ~~J.D.~~minimum ~~Degree from the New York University School~~ of ~~Law.~~10 ~~Mr.~~consecutive ~~Fuchs,~~business ~~age 77, was a significant early investor in the Company~~days.

~~Mr.~~In ~~Fuchs~~the ~~will~~event ~~participate~~that in the ~~standard~~Company ~~compensation~~does ~~arrangements~~not ~~for~~regain compliance with the ~~Company’s~~Rule ~~non~~prior to the expiration of the 180-~~employee~~day ~~directors~~compliance period, asthe ~~disclosed~~Company inmay ~~the~~be ~~section~~eligible ~~entitled~~for ~~“Executive~~additional ~~Compensation-Director~~time ~~Compensation”~~to inregain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii) by meeting the ~~Company’s~~continued ~~most~~listing ~~recent~~requirement ~~proxy~~for ~~statement~~market value of publicly held shares and all other applicable standards for ~~the~~initial ~~Annual~~listing ~~Meeting,~~on ~~filed~~The Nasdaq Capital Market, with the ~~Securities~~exception ~~Exchange~~of ~~Commission~~the ~~April~~Minimum ~~21,~~Bid ~~2022~~Price ~~(SEC~~Requirement. ~~File~~In ~~No.001-34761)~~addition, the ~~description~~Company would need to provide written notice to NASDAQ of ~~which~~its isintention ~~incorporated~~to ~~herein~~cure the Minimum Bid Price Requirement deficiency during the second compliance period by ~~reference.~~effecting Ona ~~June~~reverse 16stock split, ~~2022~~if necessary. As part of its review process, NASDAQ staff will make a determination of whether it believes the Company ~~and~~will Mrbe able to cure this deficiency. ~~Fuchs~~If ~~reentered~~NASDAQ ~~into~~staff aconcludes that the Company~~-standard~~ ~~indemnification~~will ~~agreement~~not be able to cure the deficiency, or should the Company determine not to make the required representation or the Company is not otherwise eligible for ~~non-employee~~additional ~~directors~~time to gain compliance, at that time NASDAQ staff will provide the Company a Staff Delisting Determination informing the Company that the Company’s shares of Common Stock will be subject to immediate suspension and delisting unless the Company elects to appeal the delisting determination to a NASDAQ Hearings Panel.

~~--12-31~~If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by NASDAQ, or if the Common Stock has a closing bid price of $0.10 or less for ten consecutive trading days during any such compliance period(s), NASDAQ staff will issue a Staff Delisting Determination informing the Company that the Company’s shares of Common Stock will be subject to immediate suspension and delisting unless the Company elects to appeal the delisting determination to a NASDAQ Hearings Panel.

~~Item~~There ~~5.03~~can ~~Amendments~~be tono ~~Articles~~assurance ofthat ~~Incorporation~~the Company will regain compliance with the Minimum Bid Price Requirement or ~~Bylaws;~~maintain ~~Change~~compliance inwith ~~Fiscal~~any ~~Year~~of the other continued listing requirements to remain listed on The Nasdaq Capital Market.

Following the Annual Meeting on June 16, 2022, the Board approved an amendment (“Bylaw Amendment No. 3”) to Section 3.02 of the Company’s Seventh Amended and Restated Bylaws to increase the number of authorized directors on the Board from five (5) to six (6) members. Bylaw Amendment No. 3 became effective immediately, and as reported in Item 5.02 of this Current Report on Form 8-K, Mr. Fuchs was reappointed to the Board to fill the position created by the increase in the authorized number of directors by reason of Bylaw Amendment No. 3.

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

The Annual Meeting was held on June 16, 2022, at the principal executive office of the Company. A total of 8,630,597 shares of the Company’s Common Stock, par value $0.001 per share, were present or represented by proxy at the Annual Meeting, representing 61.4% of the Company’s shares outstanding as of April 20, 2022, the record date for the Annual Meeting.

Set forth below are brief descriptions of each of the three proposals voted upon by stockholders at the Annual Meeting and the final voting results for each such proposal. The Company’s stockholders approved the director nominee for election as a Class III Director under Proposal 1 and approved both Proposals 2 and 3.

Proposal 1. Election of one Class III Director of the Company to hold office until the 2025 Annual Meeting of Stockholders and until the election and qualification of such director’s successor:

Director Nominees	Votes For	Votes Withheld	Broker Non-Votes
Janet M. Thompson	4,337,400	276,410	4,016,787

Proposal 2. Approval of the Company’s 2022 Equity Incentive Plan:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
3,310,571	1,294,416	8,823	4,016,787

Proposal 3. Ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for 2022:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
6,238,151	2,385,334	7,112	N/A

Item 9.01 Financial Statements and Exhibits.

d. Exhibits

3.1 Amendment Number 3 to Seventh Amended and Restated Bylaws of AutoWeb, Inc.

104 Cover Page Interactive Data File (formatted as inline XBRL)

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.

Date: ~~June~~July 211, 2022

	AUTOWEB, INC.

	By:	/s/ Glenn E. Fuller
		Glenn E. Fuller Executive Vice President, Chief Legal Officer and Secretary

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