UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
May 23, 2019


VirnetX Holding Corporation
(Exact name of registrant as specified in its charter)


Delaware
001-33852
77-0390628
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

308 Dorla Court, Suite 206
Zephyr Cove, Nevada 89448
(Address of principal executive offices, including zip code)

(775) 548-1785
 (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):

☐
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 $0.0001
VHC
NYSE American LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

(a)

The 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) of VirnetX Holding Corporation (the “Company”) was held on May 23, 2019. Present at the Annual Meeting in person or by proxy were holders of 56,964,865 shares of the Company’s common stock, representing 83.64% of the voting power of the shares of the Company’s common stock as of April 1, 2019, the record date for the 2019 Annual Meeting, and constituting a quorum for the transaction of business. The matters that were voted upon at the 2019 Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.

(b)

At the 2019 Annual Meeting, the Company’s stockholders (i) elected the Company’s nominee for Class III director and (ii) ratified the appointment of Farber Hass Hurley LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2019.

Proposal 1: Election of one Class III director to serve until the 2022 Annual Meeting of Stockholders:

 
Votes For
    
Votes Withheld
    
Broker Non-Votes
  
Michael F. Angelo    
15,035,863
      
5,172,518
      
36,756,484
  


Proposal 2: Ratification of the appointment of Farber Hass Hurley LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019:

Votes For
    
Votes Against
    
Abstentions
  
54,471,006
      
1,659,023
      
834,836
  

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 hereunto duly authorized.

 
VirnetX Holding Corporation
  
       
 
By:
/s/ Kendall Larsen
  
   
Kendall Larsen
Chief Executive Officer
  
       
Dated: May 29, 2019