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):

June 6, 2023

VerifyMe, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-39332	23-3023677
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

801 International Parkway, Fifth Floor, Lake Mary, Florida	32746
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:			(585) 736-9400

_____________________

(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, par value $0.001 per share	VRME	The NASDAQ Nasdaq Capital Market
Warrants to Purchase Common Stock	VRMEW	The NASDAQ Nasdaq Capital Market

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.

At the annual meeting of stockholders of VerifyMe, Inc. (the “Company”) held on June 6, 2023, 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 2024 and until their successors are duly elected and qualified, or until the director’s earlier death, resignation or removal.

Director Nominee	Votes For	Authority Withheld	Broker Non-Votes
Marshall Geller	3,646,466	247,906	1,245,532
Howard Goldberg	3,524,591	369,781	1,245,532
Scott Greenberg	3,869,119	25,253	1,245,532
Arthur Laffer	3,659,685	234,687	1,245,532
Adam H Stedham	3,674,554	219,818	1,245,532
David Edmonds	3,661,124	233,248	1,245,532

Proposal 2. The Company’s stockholders approved the Second Amendment to the VerifyMe, Inc. 2020 Equity Incentive Plan.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
3,522,098		355,394		16,880		1,245,532

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, 2023.

Votes For		Votes Against		Votes Abstained
5,092,441		21,383		26,080

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: June 7, 2023	By:	/s/ Margaret Gezerlis
		Margaret Gezerlis
		Executive Vice President and Chief Financial Officer

VerifyMe Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders