AIkido Pharma Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
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Date of Report (Date of earliest event reported):
September 22, 2023 (
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Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 21, 2023, Mr. Robert J. Vander Zanden, Chairman of the board of directors (the “Board”) of Dominari Holdings Inc. (the “Company”), notified the Board that he was resigning as a director of the Company, and as Chairman of the Board, effective immediately. As a result of such resignation, Mr. Vander Zanden’s service as a member of the Company’s audit committee and compensation committee were also terminated, effective immediately. Mr. Vander Zanden’s resignation was not the result of any disagreement with management or the Company on any matter relating to the Company’s operations, policies or practices.
Following Mr. Vander Zanden’s resignation from the Board, the Board unanimously appointed Mr. Anthony Hayes, the Company’s Chief Executive Officer, as Chairman, effective September 21, 2023.
The Company plans to replace Mr. Vander Zanden on the audit committee and the compensation committee as soon as practically possible with director(s) each deemed to be “independent,” as defined in Nasdaq Listing Rule 5605(a)(2). The director(s) will also satisfy the independence criteria set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 21, 2023, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected Messrs. Gregory Blattner, Paul LeMire, and Kyle Wool to serve as Class III directors of the Company; (ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; (iii) approved, on a non-binding, advisory basis, the Company’s executive compensation; and (iv) approved, by a non-binding advisory vote, that future non-binding advisory votes on compensation paid by the Company to its named executive officers be held every three years.
Stockholders of record at the close of business on July 27, 2023 (the “Record Date”) were entitled to one vote for each share of common stock, 0.007285 votes per share of Series D convertible preferred stock (“Series D Preferred Stock”) and 0.007285 votes per share of Series D-1 convertible preferred stock (“Series D-1 Preferred Stock”).
On the Record Date, there were 5,345,312 shares of common stock outstanding, 3,825 shares of Series D Preferred Stock outstanding and 834 shares of Series D-1 Preferred Stock outstanding. The amount of issued and outstanding shares of common and preferred stock present at the Annual Meeting was sufficient to constitute a quorum.
Set forth below are the final voting results for each of the proposals:
Proposal No. 1 – Election of directors
Messrs. Gregory Blattner, Paul LeMire, and Kyle Wool were elected to serve as Class III directors of the Company for a term expiring at the 2026 annual meeting of stockholders or until their successors are elected and qualified. The voting results were as follows:
| Director | Votes For | Votes Withheld | Broker Non-Votes | ||||
| Gregory James Blattner | 1,592,087 | 333,327 | - | ||||
| Paul LeMire | 1,622,014 | 303,400 | - | ||||
| Kyle Wool | 1,601,962 | 323,452 | - | ||||
| Total: | 4,816,063 | 960,179 | 994,504 |
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Proposal No. 2 – Ratification of the appointment of independent registered public accounting firm
The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 2,817,343 | 55,689 | 46,866 |
Proposal No. 3 – Approval, by non-binding advisory vote, of the Company’s executive compensation
The Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 1,501,174 | 411,902 | 12,338 | 994,504 | ||||
Proposal No. 4 – Approval, by non-binding advisory vote, for the frequency of future non-binding advisory votes on executive compensation
The Company’s stockholders recommended, on a non-binding advisory basis, three (3) years as the frequency with which the Company should hold future non-binding advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”). The voting results were as follows:
| One Year | Two Years | Three Years | Abstentions | ||||
| 597,276 | 5,813 | 1,293,210 | 29,115 | ||||
Consistent with a majority of the votes cast with respect to this proposal and with the recommendation of the Board, the Company will hold Say-on-Pay Votes every three years, unless the Board determines, in its discretion, to hold votes on a different frequency. The next non-binding advisory vote regarding the frequency of the Say-on-Pay Vote is required to occur no later than the annual meeting occurring six years after the Annual Meeting, which will be the Company’s 2029 annual meeting of stockholders.
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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: September 22, 2023 | DOMINARI HOLDINGS INC. | |
| By: |
/s/ Anthony Hayes | |
| Name: | Anthony Hayes | |
| Title: | Chief Executive Officer | |
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