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): July 3, 2025
NEONODE INC.
(Exact name of issuer of securities held pursuant to the plan)
Commission File Number 1-35526
| Delaware | 94-1517641 | |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
Karlavägen 100, 115 26 Stockholm, Sweden
(Address of Principal Executive Office, including Zip Code)
+46 (0) 702958519
Registrant’s telephone number, including area code:
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 (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(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | NEON | 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 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 July 3, 2025, Neonode Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders. The following matters were submitted to the Company’s stockholders:
Proposal 1: Election of Directors
Mr. Ulf Rosberg and Mr. Peter Kruk were each reelected to the Board of Directors for a three-year term as a Class II director. The results of the votes were as follows:
| Proposal | Votes For | Withheld | Broker Non-Votes | |||||||||
| Elect Ulf Rosberg to a three-year term to the Board of Directors | 6,356,045 | 4,832 | 548,144 | |||||||||
| Elect Peter Kruk to a three-year term to the Board of Directors | 6,357,970 | 2,907 | 548,144 | |||||||||
Proposal 2: Ratification of Independent Registered Public Accounting Firm
The stockholders ratified the selection Crowe LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Ratification of Crowe LLP as the Company’s independent registered public accounting firm | 5,063,484 | 682 | 1,844,855 | 0 | ||||||||||||
Proposal 3: Say-On-Pay Vote
Stockholders indicated their approval, on an advisory basis, of the compensation of the Company’s named executive officers. The results of the votes were as follows:
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Advisory vote on named executive officer compensation | 4,513,433 | 5,159 | 1,842,285 | 548,144 | ||||||||||||
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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 thereunto duly authorized.
| Date: July 3, 2025 | NEONODE INC. | |
| By: | /s/ Fredrik Nihlén | |
| Name: | Fredrik Nihlén | |
| Title: | Chief Financial Officer | |
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