Dolphin Entertainment Inc. 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; Change in Fiscal Year.
On September 25, 2024, Dolphin Entertainment, Inc., a Florida corporation (the “Company”), filed Articles of Amendment (the “Articles of Amendment”) to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Florida effecting an amendment to modify the terms of the Company’s Series C Convertible Preferred Stock (the “Series C”) to increase the number of votes per share of common stock the Series C is convertible into from five votes per share to ten votes per share. The Articles of Amendment were approved by the Company’s shareholders at the annual meeting of shareholders (the “Annual Meeting”), as discussed below in Item 5.07.
The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of matters to a vote of security holders.
On September 24, 2024, the Company held the Annual Meeting. A total of 40,531,601 votes of the Company’s voting capital stock were present or represented by proxy at the Annual Meeting, representing approximately eighty-eight percent (88%) of the votes entitled to be cast by the Company’s shareholders as of July 29, 2024, the record date for the Annual Meeting.
At the Annual Meeting, four (4) proposals were submitted for a vote of the Company’s shareholders and the related results are as follows:
Proposal No. 1: The election of William O’Dowd, IV, Mirta Negrini, Michael Espensen, Nelson Famadas, Hilarie Bass, Nicholas Stanham and Claudia Grillo for terms until the next succeeding annual meeting of shareholders or until such directors’ successor shall have been duly elected and qualified. The shareholders elected the seven (7) directors by the following votes:
| Name | For | Withheld | Broker Non-Votes |
| William O’Dowd, IV | 32,985,658 | 351,387 | 7,194,556 |
| Mirta Negrini | 32,990,237 | 346,808 | 7,194,556 |
| Michael Espensen | 32,512,238 | 824,807 | 7,194,556 |
| Nelson Famadas | 32,621,456 | 715,589 | 7,194,556 |
| Hilarie Bass | 33,034,607 | 302,438 | 7,194,556 |
| Nicholas Stanham | 32,624,931 | 712,114 | 7,194,556 |
| Claudia Grillo | 33,022,934 | 314,111 | 7,194,556 |
Proposal No. 2: The shareholders ratified Grant Thornton LLP as the Company’s independent registered accounting firm by the following votes:
| Votes For | 40,176,430 |
| Votes Against | 311,897 |
| Abstentions | 43,274 |
Proposal No. 3: The shareholders voted to approve, but not require, the Articles of Amendment that would effect a reverse stock split of 1-for-2 by the following votes:
| Votes For | 39,526,714 |
| Votes Against | 940,750 |
| Abstentions | 64,137 |
Proposal No. 4: The shareholders voted to approve the adoption of the Articles of Amendment that would modify the terms of the Series C to increase the number of votes per share of common stock the Series C is convertible into from five votes per share to ten votes per share and such amendment was approved by the following votes:
| Votes For | 31,694,179 |
| Votes Against | 1,552,425 |
| Abstentions | 90,441 |
| Broker Non-Votes | 7,194,556 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment to Amended and Restated Articles of Incorporation of Dolphin Entertainment, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL 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.
| DOLPHIN ENTERTAINMENT, INC. | ||||||
| Date: September 27, 2024 | By: | /s/ Mirta A. Negrini | ||||
| Mirta A. Negrini | ||||||
| Chief Financial and Operating Officer | ||||||