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): ~~May~~June 1317, 2021

SharpSpring, Inc. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware		001-36280		05-0502529
(State or other jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Delaware	001-36280	05-0502529
5001 Celebration Pointe Avenue, Gainesville, FL	32608
(State or other jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

5001 Celebration Pointe Avenue, Gainesville, Florida		32608
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 888-428-9605

___________________________________________

(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	SHSP	NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial Condition~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On May 13, 2021, SharpSpring, Inc.~~ (~~the “Company”~~e) ~~issued a~~Amendment ~~press release~~ to ~~report its financial results for~~ the ~~first quarter ended March 31~~SharpSpring, ~~2021~~Inc. A2019 ~~copy~~Equity ofIncentive ~~the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.~~Plan

~~The information~~At inthe ~~this~~2021 ~~Form~~Annual ~~8-K,~~Meeting ~~including~~of ~~Exhibit~~Stockholders ~~99.1,~~(the ~~shall~~“Annual ~~not~~Meeting”) ~~be deemed~~of Sharpspring, Inc. (the “~~filed~~Company”) ~~for~~held ~~purposes~~on ofThursday, ~~Section 18~~June of17, 2021, the ~~Securities~~ ~~Exchange~~Company’s ~~Act~~stockholders ofapproved ~~1934,~~an asamendment ~~amended~~to the Company’s 2019 Equity Incentive Plan (the “~~Exchange Act~~Plan”) orto ~~otherwise~~(i) ~~subject~~increase the number of shares of common stock available for issuance under the Plan to 1,275,000; and (ii) increase the ~~liabilities~~number of shares of common stock that ~~section~~ may be issued in the aggregate pursuant to the exercise of Incentive Stock Options to 1,275,000, ~~nor~~to ~~shall~~ensure itthat bethe ~~deemed~~Company ~~incorporated~~has byadequate ~~reference~~ways in ~~any filing~~which ~~under~~to ~~the~~provide ~~Securities~~stock ~~Act~~based ofcompensation ~~1933~~to its directors, asofficers, ~~amended~~employees, orand consultants. The Company’s Board of Directors and stockholders previously approved the ~~Exchange~~ ~~Act,~~Plan. ~~except~~The asCompany’s ~~expressly~~executive officers are eligible to participate in the Plan. A summary of the Plan is set forth byin ~~specific~~the ~~reference in~~Company’s ~~such~~definitive aproxy ~~filing~~statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2021. A copy of the Plan and the amendment to the Plan are attached as Exhibits 10.1 and 10.2 to this Form 8-K.

Item 95.0107 ~~Financial~~Submission ~~Statements~~of ~~and~~Matters ~~Exhibits.~~to a Vote of Security Holders

Exhibit No.		Description
99.1		Press Release dated March 31, 2021 – First Quarter 2021 Results*

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Sharpspring, Inc. (the “Company”) was held on Thursday, June 17, 2021. As of the close of business on April 21, 2021, the Company had outstanding 12,834,252 shares of common stock, of which 9,978,074 shares were represented at the meeting by proxy and in person; accordingly, a quorum was constituted. The matters voted upon and the final results of the voting were as follows:

* IncludedProposal ~~herewith.~~1: Election of Directors

~~SIGNATURES~~The following votes were cast with respect to Proposal 1. The following persons were elected to the Board of Directors to serve until the 2022 Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified:

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.

Name	Votes For		Votes Withheld		Broker Non-votes
Steven A. Huey		9,766,095		25,150		186,829
Richard Carlson		9,762,980		28,265		186,829
Scott Miller		9,456,245		335,000		186,829
Savneet Singh		7,835,405		1,955,840		186,829
Jason Costi		9,766,975		24,270		186,829

~~SHARPSPRING,~~Proposal ~~INC. By~~2: Ratify ~~/s/~~Cherry ~~Aaron~~Bekaert ~~Jackson~~LLP ~~Aaron~~as ~~Jackson,~~the ~~Chief~~Company’s ~~Financial~~Independent ~~Officer~~Registered Public Accounting Firm

~~Dated: May~~The ~~13,~~following ~~2021~~votes were cast with respect to Proposal 2. The proposal was approved.

For

Against

Abstain

Broker

Non-votes

9,969,272

6,764

2,038

Proposal 3: Adoption of the Amendment to the Company’s 2019 Equity Incentive Plan

The following votes were cast with respect to Proposal 3. The proposal was approved.

For

Against

Abstain

Broker

Non-votes

8,486,976

1,189,693

114,576

186,829

Proposal 4: Advisory vote to approve compensation of the Company’s named executive officers

The following votes were cast with respect to Proposal 4. The proposal was approved.

For

Against

Abstain

Broker

Non-votes

9,440,583

333,667

16,995

186,829

Exhibit No.	Description

10.1	SharpSpring, Inc. 2019 Equity Incentive Plan	Incorporated by reference to the Company’s Definitive Schedule 14A filed on April 30, 2019.
10.2	Amendment No. 2 to SharpSpring, Inc. 2019 Equity Incentive Plan	Incorporated by reference to the Company’s Definitive Schedule 14A filed on April 30, 2021.

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.

SHARPSPRING, INC.

By:	/s/ Aaron Jackson
	Aaron Jackson,
	Chief Financial Officer

Dated: June 22, 2021

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