Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 27, 2023, the Company held its adjourned Fiscal 2023 Annual Meeting
of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders
of the Company voted on the following proposal and cast their votes as described
below. Of the 142,112,766 common shares outstanding and entitled to vote at the
Annual Meeting, 103,856,525 common shares (or 73.08%), constituting a quorum,
were represented in person or by proxy at the Annual Meeting.
The voting results on the proposal are set forth below.
Proposal One - The Certificate Amendment Proposal. Proposal One was to approve
an amendment to the Company's Certificate of Incorporation to increase the total
number of authorized shares of Common Stock to 750,000,000. The votes for this
proposal were:
For Against Abstain Broker Non-Votes
71,844,322 14,571,252 948,682 16,492,269
Proposal One was therefore approved by a majority of the Company's issued and
outstanding shares of Common Stock and allows the Company to proceed with the
closing of the transaction contemplated by the Agreement and Plan of Merger
dated September 27, 2022, and previously disclosed in the Company's Form 8-K
filed with the Securities and Exchange Commission (the "SEC") on September 28,
2022.
Item 7.01 Regulation FD Disclosure
On January 30, 2023, the Company issued a press release announcing the convening
of the Annual Meeting and the results of the votes, a copy of which is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.
The information furnished in this Item 7.01 shall not be deemed "filed" for
purposes of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and shall not be deemed incorporated by reference in any filing with the SEC,
whether or not filed under the Securities Act of 1933, as amended, or the 1934
Act, regardless of any general incorporation language in such document.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated January 30, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses