Eightco Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed, Eightco Holdings Inc. (the “Company”) called its annual meeting of stockholders (the “Meeting”) to be held on December 30, 2024. On such date, the Company adjourned the Meeting to December 31, 2024 and again to January 16, 2025 to allow additional time for the Company to solicit votes for the proposals submitted to stockholders for consideration.
On January 16, 2025, the Company held the Meeting. An aggregate of 1,413,150 shares of the Company’s common stock, which represented a quorum of the outstanding common stock entitled to vote as of the record date of December 5, 2024, were represented in person or by proxy at the Meeting.
The Company’s stockholders voted on the following proposals at the Meeting:
(1) Proposal No. 1 — The Redomestication Proposal — a proposal to approve the redomestication of the Company’s jurisdiction of incorporation from Delaware to Nevada. The following is a tabulation of the votes with respect to this proposal:
| For | Against | Abstain | Broker Non-Votes | |||
| 608,460 | 39,040 | 2,308 | 763,342 |
The proposal did not receive the requisite number of votes in favor of such proposal and therefore the redomestication will not be effectuated at this time.
(2) Proposal No. 2 — The Plan Proposal — a proposal to approve the amendment to the Company’s 2022 Long-Term Incentive Plan increasing the total number of shares of the Company’s common stock available under the plan from 356,588 shares to 528,873 shares. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||
| 576,848 | 66,347 | 6,613 | 763,342 |
(3) Proposal No. 3 — The Fergco Asset Sale Proposal — a proposal to approve the sale of assets of Ferguson Containers, Inc., a wholly-owned subsidiary of the Company (“Fergco”), to an entity affiliated with the current management of Fergco. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||
| 596,017 | 36,080 | 17,711 | 763,342 |
(4) Proposal No. 4 — The Director Election Proposal — a proposal to elect Frank Jennings and Kevin O’Donnell as Class II members of the Company’s board of directors, to serve until the 2027 annual meeting of stockholders or until the appointment, selection and qualification of their respective successors. The following is a tabulation of the votes with respect to this proposal
| Name | For | Authority Withheld | Broker Non-Votes | |||
| Frank Jennings | 604,351 | 45,457 | 763,342 | |||
| Kevin O’Donnell | 606,974 | 42,834 | 763,342 |
Accordingly, each of the directors were re-elected as members of the board of directors.
(5) Proposal No. 5 — The Accountant Ratification Proposal — a proposal to ratify the selection of Stephano Slack LLC as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2024. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,305,237 | 88,823 | 19,090 | 0 |
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.
| Dated: January 23, 2025 | EIGHTCO HOLDINGS INC. | |
| By: | /s/ Paul Vassilakos | |
| Paul Vassilakos | ||
| Chief Executive Officer | ||