Chardan NexTech Acquisition 2 Corp. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
As described under Proposal 2 of Item 5.07 of this Current Report, on November 29, 2023, the stockholders of Dragonfly Energy Holdings Corp. (the “Company”) voted at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) to approve an amendment to the Company’s articles of incorporation (the “Articles of Incorporation”), to increase the number of authorized shares of common stock, par value of $0.0001 per share (“Common Stock”) from 170,000,000 shares to 250,000,000 shares. The Articles of Incorporation were amended by deleting Article 4 thereof in its entirety and inserting the following:
NUMBER OF SHARES WITH PAR VALUE:
250,000,000 COMMON - $0.0001 PAR VALUE
5,000,000 PREFERRED - $0.0001 PAR VALUE
The Certificate of Amendment to the Articles of Incorporation as filed with the Secretary of State of the State of Nevada on November 29, 2023 is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 29, 2023, the Company held its Annual Meeting. The matters voted on at the Annual Meeting were: (i) the election of two Class A directors to hold office until the 2026 annual meeting of stockholders; (ii) the adoption of an amendment to the Articles of Incorporation to increase the number of shares of the Company’s Common Stock authorized for issuance thereunder from 170,000,000 shares to 250,000,000 shares (“Proposal 2”); and (iii) the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of Proposal 2 were insufficient.
The voting results for each item of business voted upon at the Annual Meeting were as follows:
| 1. | The votes cast with respect to the proposal to elect the following Class A directors, Rick Parod and Karina Montilla Edmonds, as directors of the Company to hold office until the 2026 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal, were as follows: |
| FOR | WITHHELD | BROKER NON-VOTES | |||
| Rick Parod | 40,918,637 | 608,452 | 6,791,062 | ||
| Karina Montilla Edmonds | 40,272,566 | 1,317,523 | 6,791,062 |
The stockholders elected each nominee to serve as a Class A director of the Company.
| 2. | The votes cast with respect to the proposal to adopt an amendment to the Articles of Incorporation to increase the number of shares of Common Stock authorized for issuance thereunder from 170,000,000 shares to 250,000,000 shares were as follows: |
| FOR | AGAINST | ABSTAIN | ||
| 42,863,626 | 5,400,169 | 117,356 |
The stockholders approved the proposal to adopt the amendment to the Articles of Incorporation.
| 3. | The votes cast with respect to the proposal to adjourn the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of Proposal 2 were insufficient were as follows: |
| FOR | AGAINST | ABSTAIN | ||
| 43,433,652 | 4,625,573 | 321,926 |
The stockholders approved the adjournment of the Annual Meeting based on the votes set forth above; however, an adjournment was not needed as Proposal 2 received a sufficient number of votes for approval.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Articles of Incorporation of Dragonfly Energy Holdings Corp., dated November 29, 2023. | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XRBL document). |
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.
| DRAGONFLY ENERGY HOLDINGS CORP. | ||
| Date: November 29, 2023 | By: | /s/ Denis Phares |
| Name: | Denis Phares | |
| Title: | Chief Executive Officer and Interim Chief Financial Officer | |