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    BTCS Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/22/25 10:40:08 AM ET
    $BTCS
    Finance: Consumer Services
    Finance
    Get the next $BTCS alert in real time by email
    false 0001436229 0001436229 2025-05-21 2025-05-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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 21, 2025

     

    BTCS INC.

    (Exact name of registrant as specified in its charter)

     

    Nevada   001-40792   90-1096644
    (State or Other Jurisdiction
    of Incorporation)
      (Commission
    File Number)
      (I.R.S. Employer
    Identification No.)

     

    9466 Georgia Avenue #124, Silver Spring, MD 20910

    (Address of Principal Executive Offices, and Zip Code)1

     

    (202) 987-8368

    Registrant’s Telephone Number, Including Area Code

     

    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, $0.001 par value   BTCS   The Nasdaq Stock Market
            (The Nasdaq Capital Market)

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

     

    Emerging growth company ☐

     

    If an emerging growth company, indicate by check mark 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. ☐

     

     

    1 We are a remote-first company. Accordingly, we do not maintain a headquarters. We are including this address solely for the purpose of satisfying the Securities and Exchange Commission’s requirements. Stockholder communications may also be sent to the email address: [email protected].

     

     

     

     

     

     

    Item 5.07 Submission of Matters to a Vote of Security Holders.

     

    On May 21, 2025, the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of BTCS Inc. (the “Company”) was held. The following proposals were submitted to a vote by the Company’s stockholders at the Annual Meeting:

     

    Proposal  For  Against  Withheld  Abstain 

    Broker

    Non-Votes

    (1) To elect the following directors:               
    Charles Allen  7,898,638  0     115,566  5,891,514
    Michal Handerhan  7,869,541  0     144,661  5,891,516
    Charles Lee  7,899,698  0     114,505  5,891,515
    Melanie Pump  7,886,870  0     127,332  5,891,516
    Ashley DeSimone  7,698,391  0     315,811  5,891,516
                    
    (2) To ratify the appointment of the Company’s independent registered public accounting firm for fiscal year 2025.  13,646,086  193,899     65,732  0
                    
    (3) To approve, on an advisory basis, the compensation of the Company’s named executive officers.  7,787,844  146,466     74,892  5,896,516
                    
    (4) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.  7,750,818  216,765     46,619  5,891,516

     

    All of the proposals were described in more detail in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 28, 2025.

     

    As of the record date, there were 20,181,878 shares of common stock outstanding and a total of 13,905,718 shares of common stock were voted or represented by proxy which represented 68.902% of the voting power entitled to vote at the Annual Meeting. Proposal 1 required a plurality vote and Proposals 2 and 3 required the affirmative vote of the majority of the votes cast by common shareholders.

     

    Each of the five nominees for director was elected to serve until the 2026 Annual Meeting of Shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. The shareholders also approved the ratification of the Company’s independent registered public accounting firm for fiscal year 2025 (Proposal 2) and the advisory vote on executive compensation (Proposal 3). There was no other business brought before the meeting under Proposal 4.

     

     

     

     

    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.

     

      BTCS INC.
       
    Date: May 22, 2025 By: /s/ Charles W. Allen
      Name: Charles W. Allen
      Title: Chief Executive Officer

     

     

     

     

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