Dominari Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 7, 2024 (
(Exact name of registrant as specified in its charter)
(State
or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
(
(Address and telephone number, including area code, of registrant’s principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
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 | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On November 6, 2024, at the annual meeting of stockholders (the “Annual Meeting”) of the Company, of the Company’s (i) 6,276,138 shares of common stock, each having one vote per share of common stock, (ii) 3,825 shares of Series D Convertible Preferred Stock, each having 0.007285 votes per share of Series D Convertible Preferred Stock, and (iii) 834 shares of Series D-1 Convertible Preferred Stock, each having 0.007285 votes per share of Series D-1 Convertible Preferred Stock, issued and outstanding and eligible to vote as of the record date of September 10, 2024, a quorum of 4,036,002 voting shares, or approximately 64% of the eligible shares of voting stock entitled to vote at the Annual Meeting, was present or represented by proxy. Each of the matters set forth below is described in detail in the proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on September 25, 2024. The following actions were taken at the Annual Meeting:
Proposal No. 1: Election of Class I Directors
The first proposal was the election of two (2) Class I directors each to serve for a three-year term that expires at the 2027 annual meeting of stockholders and until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal. The vote on the proposal was as follows:
| Name of Nominee | FOR | WITHHELD | BROKER NON-VOTE | |||||||||
| Kyle Haug | 2,982,621 | 202,061 | 851,320 | |||||||||
| Timothy S. Ledwick | 2,901,081 | 283,601 | 851,320 | |||||||||
Each nominee was elected.
Proposal No. 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
The second proposal was the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | ||
| 3,974,063 | 37,230 | 24,709 |
Proposal No. 2 was approved by a majority of the votes cast.
1
Proposal No. 3: Approval of the Amendment to the Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation
The third proposal was the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of certain Company officers for direct claims made by stockholders on behalf of the Company to the extent permitted by Section 102 and Section 15 of the Delaware General Corporation Law. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | BROKER
NON-VOTE | |||
| 2,725,915 | 377,624 | 81,143 | 851,320 |
Proposal No. 3 was not approved by the required majority of the total number of shares entitled to vote at the Annual Meeting.
Proposal No. 4: Exclusive Forum Amendment to the Amended and Restated Certificate of Incorporation
The fourth proposal was the approval of an exclusive forum amendment to the Company’s Amended and Restated Certificate of Incorporation to add an exclusive forum provision which would specify that (i) the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint brought under the Securities Act of 1933 and (ii) state courts located within the State of Delaware will be the exclusive forum for Delaware Law Claims, as defined in the Proxy Statement. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | BROKER
NON-VOTE | |||
| 2,887,975 | 217,731 | 78,976 | 851,320 |
Proposal No. 4 was not approved by the required majority of the total number of shares entitled to vote at the Annual Meeting.
2
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.
Dated: November 7, 2024
| DOMINARI HOLDINGS INC. | ||
| By: | /s/ Anthony Hayes | |
| Name: | Anthony Hayes | |
| Title: | Chief Executive Officer | |
3