UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 18, 2024, the Nanophase Technologies Corporation (the “Company” held its Annual Meeting of Shareholders (the “Annual Meeting”). As of November 22, 2024, the record date for holders of shares of common stock (the “Shares”) entitled to vote at the Annual Meeting, there were 69,994,979 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 54,315,518, or approximately 77.6% of the Shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Certificate of Incorporation. There were two matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each such matter.
Proposal 1 – Election of two director nominees.
| Nominee | Votes For | Votes Against | Withheld |
| Jess A. Jankowski | 54,280,750 | 0 | 34,768 |
| Mark E. Miller | 54,300,526 | 0 | 14,992 |
The shareholders elected each of the nominees as directors.
Proposal 4 – Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2024.
| Votes For | Votes Against | Abstentions | |
| Votes Cast | 54,297,821 | 13,101 | 4,596 |
The shareholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2024.
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.
Dated: December 23, 2024
| NANOPHASE TECHNOLOGIES CORPORATION | |||
| By: | /s/ JESS JANKOWSKI | ||
| Name: Jess Jankowski | |||
| Title: Chief Executive Officer | |||