UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 7, 2023, the board of directors of Coda Octopus Group, Inc. (the “Company”) approved the Company’s Clawback Policy (the “Policy”).
The Policy was adopted in order to comply with recently adopted Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the associated listing standards of Nasdaq Stock Market. The Policy provides for the mandatory recovery by the Company of erroneously awarded incentive-based compensation from its current and former executive officers in the event that the Company is required to prepare an accounting restatement.
The foregoing description of the Policy is summary in nature and is qualified in its entirety by reference to the full and complete terms of the Policy, a copy of which is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 12, 2023, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following matters were submitted to a vote of the stockholders of the Company:
| For | Against | Abstain | Withheld | |||||||||||||||
| 1. | Election of Directors | |||||||||||||||||
| Annmarie Gayle | 6,238,138 | -0- | 143,472 | |||||||||||||||
| Michael Hamilton | 5,273,219 | -0- | 1,108,391 | |||||||||||||||
| G. Tyler Runnels | 5,827,013 | -0- | 554,597 | |||||||||||||||
| Anthony Tata | 6,230,407 | -0- | 151,203 | |||||||||||||||
| Robert Harcourt | 6,232,299 | -0- | 149,311 | |||||||||||||||
| 2. | Ratification of Appointment of Frazier & Deeter, LLC. as the Company’s independent registered public accounting firm | 8,539,002 | 962,301 | 75,909 | ||||||||||||||
| 3. | Approval on an advisory basis of executive compensation | 6,139,692 | 163,841 | 78,077 | ||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Coda Octopus Group, Inc. Clawback Policy |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Dated: September 13, 2023
| Coda Octopus Group, Inc. | ||
| By: | /s/ Annmarie Gayle | |
| Chief Executive Officer | ||