---
schema_version: "secwatch.filing_event.v1"
accession: "0000948708-23-000027"
form_type: "8-K"
ticker: "SMSI"
cik: "0000948708"
company_name: "SMITH MICRO SOFTWARE, INC."
filed_at: "2023-06-08T23:59:59+00:00"
generated_at: "2026-06-14T05:30:36.309149+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Smith Micro stockholders reject charter amendment; 3 directors elected

## Summary
- Stockholders voted against proposed amendment and restatement of certificate of incorporation (22,050,503 for, 9,015,408 against, 310,042 abstain).
- Directors Chetan Sharma, William W. Smith Jr. and Gregory J. Szabo elected to Board until 2026 annual meeting.
- Say-on-pay proposal approved (18,289,450 for, 11,391,047 against); frequency vote set at 'every year'.
- Amendment to 2015 Omnibus Equity Incentive Plan approved (19,634,496 for, 8,794,361 against).
- Ratification of SingerLewak LLP as independent auditor for FY2023 approved (37,246,160 for).

## SEC filing metadata
- accession: 0000948708-23-000027
- form_type: 8-K
- ticker: SMSI
- cik: 0000948708
- company_name: SMITH MICRO SOFTWARE, INC.
- filed_at: 2023-06-08T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/948708/000094870823000027/0000948708-23-000027-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/948708/000094870823000027/smsi-20230606.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000948708-23-000027
- JSON: https://secwatch.observer/filing/0000948708-23-000027.json
- Plain text: https://secwatch.observer/filing/0000948708-23-000027.txt

## Key facts
- Shareholder Votes
  SMITH MICRO SOFTWARE, INC. shareholders approved Stockholders ratified the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-06-06 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: Stockholders ratified the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000094870823000027/0000948708-23-000027-index.htm
- Shareholder Votes
  SMITH MICRO SOFTWARE, INC. shareholders approved Stockholders approved, on a non-binding advisory basis, a proposal to hold future advisory votes on the compensation of our named executive officers every year. at the 2023-06-06 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: Stockholders approved, on a non-binding advisory basis, a proposal to hold future advisory votes on the compensation of our named executive officers every year.
  evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000094870823000027/0000948708-23-000027-index.htm
- Shareholder Votes
  SMITH MICRO SOFTWARE, INC. shareholders approved Stockholders elected three directors to the Company’s Board of Directors to hold office until the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified. at the 2023-06-06 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: Stockholders elected three directors to the Company’s Board of Directors to hold office until the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000094870823000027/0000948708-23-000027-index.htm
- Shareholder Votes
  SMITH MICRO SOFTWARE, INC. shareholders approved Stockholders approved an amendment to the Smith Micro Software, Inc. 2015 Omnibus Equity Incentive Plan. at the 2023-06-06 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: Stockholders approved an amendment to the Smith Micro Software, Inc. 2015 Omnibus Equity Incentive Plan.
  evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000094870823000027/0000948708-23-000027-index.htm
- Shareholder Votes
  SMITH MICRO SOFTWARE, INC. shareholders approved Stockholders approved a proposal to permit the adjournment of the 2023 Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of proposals no. 6 or 7, however the Company did not adjourn the meeting to solicit additional votes for proposal 7. at the 2023-06-06 meeting.
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: Stockholders approved a proposal to permit the adjournment of the 2023 Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of proposals no. 6 or 7, however the Company did not adjourn the meeting to solicit additional votes for proposal 7.
  evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000094870823000027/0000948708-23-000027-index.htm
- Shareholder Votes
  SMITH MICRO SOFTWARE, INC. shareholders rejected Stockholders did not approve a proposed amendment and restatement of the Company’s amended and restated certificate of incorporation. at the 2023-06-06 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2023-06-06
  source text: Stockholders did not approve a proposed amendment and restatement of the Company’s amended and restated certificate of incorporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000094870823000027/0000948708-23-000027-index.htm
- Shareholder Votes
  SMITH MICRO SOFTWARE, INC. shareholders approved Stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement. at the 2023-06-06 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: Stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000094870823000027/0000948708-23-000027-index.htm
- Shareholder Votes
  SMITH MICRO SOFTWARE, INC. shareholders approved Stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of our common stock underlying the senior secured convertible notes and warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated August 11, 20 at the 2023-06-06 meeting.
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: Stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of our common stock underlying the senior secured convertible notes and warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated August 11, 2022, in an amount that may be equal to or exceed 20% of our common stock outstanding.
  evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000094870823000027/0000948708-23-000027-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.