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 January 24, 2025, 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 decrease the number of votes per share of common stock the Series C is convertible into from ten votes per share to three votes per share. The Articles of Amendment were approved by the Company’s shareholders at a special meeting of shareholders (the “Special 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 January 21, 2025, the Company held the Special Meeting. A total of 25,455,962 votes of the Company’s voting capital stock were present or represented by proxy at the Special Meeting, representing approximately seventy-three percent (73%) of the votes entitled to be cast by the Company’s shareholders as of December 23, 2024, the record date for the Special Meeting.
At the Special Meeting, the shareholders voted to approve the adoption of the Articles of Amendment that would modify the terms of the Series C to decrease the number of votes per share of common stock the Series C is convertible into from ten votes per share to three votes per share and such amendment was approved by the following votes:
| Votes For | 25,341,116 |
| Votes Against | 109,879 |
| Abstentions | 4,967 |
| Broker Non-Votes | 0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | ||
| 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: January 24, 2025 | By: | /s/ Mirta A. Negrini | ||||
| Mirta A. Negrini | ||||||
| Chief Financial and Operating Officer | ||||||