VerifyMe, Inc. Reports Shareholder Vote Matters

TL;DR

VerifyMe shareholders voted on something important, details to follow.

AI Summary

VerifyMe, Inc. filed an 8-K on October 8, 2025, to report on matters submitted to a vote of its security holders. The filing indicates a corporate action involving the company's shareholders, though specific details of the vote or its outcome are not provided in this excerpt.

Why It Matters

This filing signals a significant corporate event where shareholders are being asked to vote on important company matters, which could impact the company's future direction or governance.

Risk Assessment

Risk Level: medium — Shareholder votes can lead to significant changes in corporate control or strategy, introducing uncertainty.

Key Players & Entities

• VerifyMe, Inc. (company) — Registrant
• October 8, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-39332 (identifier) — Commission File Number
• 23-3023677 (identifier) — IRS Employer Identification No.
• 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746 (address) — Principal executive offices
• (585) 736-9400 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share VRME The Nasdaq Capital M

Filing Documents

• i1082518k.htm (8-K) — 32KB
• 0001214659-25-014778.txt ( ) — 194KB
• vrme-20251008.xsd (EX-101.SCH) — 3KB
• vrme-20251008_lab.xml (EX-101.LAB) — 33KB
• vrme-20251008_pre.xml (EX-101.PRE) — 22KB
• i1082518k_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the annual meeting of stockholders of VerifyMe, Inc. (the "Company") held on October 8, 2025, the Company's stockholders voted on the matters described below. Proposal 1. The Company's stockholders elected the following nominees as directors, each to serve for a one-year term expiring in 2026 and until their successors are duly elected and qualified, or until the director's earlier death, resignation or removal. (1) Director Nominee Votes For Authority Withheld Broker Non-Votes Marshall Geller 4,054,219 172,325 1,807,199 Howard Goldberg 3,771,002 455,542 1,807,199 Scott Greenberg 4,059,509 167,035 1,807,199 Adam H. Stedham 4,054,245 172,299 1,807,199 David Edmonds 3,497,618 728,926 1,807,199 (1) Arthur Laffer was previously nominated for election as a director at the annual meeting but withdrew himself as a nominee in connection with his resignation as a director, effective September 24, 2025. The Company's Board of Directors did not nominate a substitute director nominee for election at the annual meeting and, accordingly, all shares represented at the annual meeting by valid proxies that were voted in favor of Dr. Laffer were disregarded. Proposal 2. The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. Votes For Votes Against Votes Abstained Broker Non-Votes 3,933,784 221,437 71,323 1,807,199 Proposal 3. The Company's stockholders ratified the selection of MaloneBailey, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. Votes For Votes Against Votes Abstained 5,961,629 48,212 23,902 Proposal 4. The Company's stockholders authorized the Board of Directors to effect, in its discretion, a reverse stock split of the outstanding and treasury shares of the Company's common stock at a ratio ranging from 1-for-

SIGNATURES

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. VerifyMe, Inc. Date: October 8, 2025 By: /s/ Adam Stedham Adam Stedham Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR