Form 8-K - Current report

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 31, 2024

	BRIDGELINE DIGITAL, INC.
	(Exact Name of Registrant as Specified in Its Charter)

	Delaware
	(State or Other Jurisdiction of Incorporation)

001-33567		52-2263942
(Commission File Number)		(IRS Employer Identification No.)


100 Sylvan Road, Suite G700, Woburn, MA		01801
(Address of Principal Executive Offices)		(Zip Code)

	(781) 376-5555
	(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(s)	Name of each exchange on which registered
Common Stock	BLIN	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 31, 2024, Bridgeline Digital, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Meeting”). Stockholders present at the Meeting, either in person or by proxy, represented 61.25% of the 10,417,609 shares eligible to vote at the Meeting. Set forth below is a brief summary of the matters voted on and the voting results for each proposal:

(1) Proposal 1 - The Company’s stockholders elected the following directors to serve on the Board of Directors for a term of three (3) years and until their respective successors are duly elected and qualified:

	For	Withheld	Broker Non-Votes
Joni Kahn	3,007,213	77,676	3,296,409

Roger “Ari” Kahn	3,009,420	75,469	3,296,409

(2) Proposal 2 - The Company’s stockholders voted to hold an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement (the “Say-On-Pay” vote):

For	Against	Abstain	Broker Non-Votes
1,940,029	1,115,920	28,940	3,296,409

(3) Proposal 3 – The Company’s stockholders ratified the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for its fiscal year ending September 30, 2024:

For	Against	Abstain	Broker Non-Votes
6,314,556	32,108	34,634	-

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.

	BRIDGELINE DIGITAL, INC.
	(Registrant)
Date: August 5, 2024

	By:	/s/ Thomas R. Windhausen
		Thomas R. Windhausen
		Chief Financial Officer

Document And Entity Information	Jul. 31, 2024
Document Information [Line Items]
Entity, Registrant Name	BRIDGELINE DIGITAL, INC.
Document, Type	8-K
Document, Period End Date	Jul. 31, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-33567
Entity, Tax Identification Number	52-2263942
Entity, Address, Address Line One	100 Sylvan Road, Suite G700
Entity, Address, City or Town	Woburn
Entity, Address, State or Province	MA
Entity, Address, Postal Zip Code	01801
City Area Code	781
Local Phone Number	376-5555
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	BLIN
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001378590