Amendment: Ashford Inc. (Holding Company) filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Professional Services
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 22, 2024
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Pursuant to Item 5.07 of Form 8-K, this Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K filed on July 22, 2024, for the event dated July 22, 2024, to include the final voting results from the July 22, 2024 special meeting of stockholders (the “Special Meeting”). Set forth below are the matters voted upon at the Special Meeting and the final voting results reported by Ashford Inc.’s (the “Company’s”) independent inspector of election.
At the Special Meeting, a majority of votes cast at the Special Meeting of our common stock (taking into account our Series D Convertible Preferred Stock on an as-converted basis and with abstentions and broker non-votes not counting as votes cast) voted to effect a 1-for-10,000 reverse stock split of the Company’s common stock (the “Reverse Stock Split”). The Reverse Stock Split was approved with 6,986,645 shares of common stock voting in favor of the Reverse Stock Split, 521,537 shares voting against the Reverse Stock Split, 537 shares abstaining and 0 broker non-votes. Also at the Special Meeting, a majority of the issued and outstanding shares of our common stock (taking into account our Series D Convertible Preferred Stock on an as-converted basis) that are not beneficially owned by (i) Monty J. Bennett, who is our Chief Executive Officer and Chairman of the Board, and (ii) Archie Bennett, Jr., who is Monty J. Bennett’s father, and affiliated trusts of Archie Bennett, Jr., voted to adopt a waiver of the prohibition on Rule 13e-3 transactions contained in Section 3.03 of that certain Investor Rights Agreement entered into as of November 6, 2019 by and among the Company, Archie Bennett, Jr., Monty J. Bennett and certain other parties (the “IRA Waiver”). The IRA Waiver was approved with 1,559,882 shares of common stock voting in favor of the IRA Waiver, 513,498 shares voting against the IRA Waiver, 3,211 shares abstaining and 384,065 broker non-votes. Additionally, a majority of votes cast at the Special Meeting of our common stock (taking into account our Series D Convertible Preferred Stock on an as-converted basis and with abstentions and broker non-votes not counting as votes cast) voted to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Reverse Stock Split and IRA Waiver (the “Adjournment Proposal”). The Adjournment Proposal was approved with 6,978,860 shares of common stock voting in favor of the Adjournment Proposal, 518,659 shares voting against the Adjournment Proposal, 11,200 shares abstaining and 0 broker non-votes.
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SIGNATURE
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: July 23, 2024
| ASHFORD INC. | ||||||||
| By: | /s/ ALEX ROSE | |||||||
| Alex Rose | ||||||||
| Executive Vice President, General Counsel & Secretary | ||||||||
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