Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2018 Equity Incentive Plan
On
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on
The certified results of each of the matters voted upon at the Annual Meeting, which are more fully described in the Definitive Proxy Statement are as follows:
Proposal 1: Election of five (5) directors for terms expiring at the 2022 annual meeting of stockholders and until their successors are duly elected and qualified.
The five (5) nominees named as directors of our Board of Directors (the "Board"), each to serve a one-year term expiring at the 2022 Annual Meeting of Stockholders and until such director's successor is duly elected and qualified, were elected with the following votes:
Name of Director Votes For Withheld Broker Non-Votes 1. Michele Ciavarella 12,552,301 20,156 6,288,809 2. Andrea Mandel-Mantello 12,440,733 20,808 6,288,809 3. Victor J. Salerno 574,885 2,333,984 6,288,809 4. Paul Sallwasser 12,412,607 23,156 6,288,809 5. Steven A. Shallcross 12,442,304 23,030 6,288,809
Proposal 2: Ratification of the appointment of
The stockholders ratified the appointment of
Votes For Votes Against Abstentions Broker Non-Votes
17,317,530 187,585 163,074 0
Proposal 3: Approval of an amendment (Amendment No. 3) to the 2018 Equity Incentive Plan to increase the number of shares of common stock that the Company will have the authority to grant as awards by an additional 9,000,000 shares of common stock.
As further described above in Item 5.02 of this Current Report on Form 8-K, the stockholders approved and adopted Amendment No. 3 to the 2018 Stock Incentive Plan, which amendment increased the number of shares of common stock that the Company will have authority to grant as awards under the 2018 Stock Incentive Plan by an additional 9,000,000 shares of common stock. As a result, a maximum of 16,000,000 shares of common stock may be issued under the 2018 Stock Incentive Plan, as amended. The results of the voting for this approved Proposal 3 were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 12,089,345 1,096,827 14,339 6,288,809
Proposal 4: Approval of an amendment (in the event it is deemed advisable by the Board) to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 80,000,000 to 200,000,000 (the "Authorized Common Stock Increase").
The stockholders approved this proposal to amend the Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 80,000,000 to 200,000,000 based on the votes listed below:
Votes For Votes Against Abstentions Broker Non-Votes 15,268,718 2,313,598 85,874
0
The text of the form of the proposed amendment to the Restated Certificate of
Incorporation to implement Proposal 4 is set forth in the certificate of
amendment annexed to the Definitive Proxy Statement as Appendix B. Assuming the
Board deems it advisable, the Authorized Common Stock Increase will be effected
upon the filing of the certificate of amendment to the Restated Certificate of
Incorporation with the Secretary of State of the
Proposal 5: Authorization of an adjournment of the Annual Meeting of Stockholders, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3 or Proposal 4.
The stockholders approved the authorization of an adjournment of the Annual Meeting based on the votes listed below; however, the Board determined not to adjourn the Annual Meeting of Stockholders to solicit additional proxies in favor of Proposal 3 or Proposal 4 since both of these proposals received sufficient votes approving each of Proposal 3 and Proposal 4.
Votes For Votes Against Abstentions Broker Non-Votes 15,510,530 1,784,866 372,793 0
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Exhibit Description 10.1 Amendment No. 3 to theElys Game Technology, Corp. 2018 Equity Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with theSecurities and Exchange Commission onDecember 5, 2022 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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