Fly-E Group 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 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
As more fully described below under Item 5.07, at the special meeting of stockholders of Fly-E Group, Inc. (the “Company”) held on March 10, 2025 (the “Special Meeting”), the stockholders of the Company approved certain amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). On March 10, 2025, the Company filed with the Secretary of State of the State of Delaware an amendment to the Certificate of Incorporation to increase the authorized shares of common stock of the Company from 100,000,000 shares to 300,000,000 shares and to classify the board of directors of the Company into three classes with staggered three-year terms (the “Amendment”).
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 10, 2025, the Company held the Special Meeting. The number of shares of common stock, par value $0.0001 per share, entitled to vote at the Special Meeting was 24,587,500 shares. The number of shares of common stock present or represented by valid proxy at the Special Meeting was 17,445,000 shares. At the Special Meeting, the Company’s stockholders (i) approved and adopted Fly-E Group, Inc. 2024 Omnibus Incentive Plan, as amended, (ii) approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock by a ratio in a range of 1-for-2 to 1-for-15, with such ratio to be determined in the discretion of the board of directors of the Company and with such action to be effected at such time and date, if at all, as determined by the board of directors of the Company within one year after the conclusion of the Special Meeting (the “Reverse Stock Split”), (iii) approved an amendment to the Certificate of Incorporation to increase the authorized shares of common stock of the Company from 100,000,000 shares to 300,000,000 shares, and (iv) approved an amendment to the Certificate of Incorporation to classify the board of directors of the Company into three classes with staggered three-year terms.
The following is a tabulation of the voting on the proposals presented at the Special Meeting:
Proposal No. 1 – The Incentive Plan Proposal
The Fly-E Group, Inc. 2024 Omnibus Incentive Plan, as amended, was approved. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 17,058,641 | 363,196 | 23,171 | 0 |
Proposal No. 2 – The Reverse Split Proposal
The amendment to the Certificate of Incorporation to effect the Reverse Split was approved. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 17,199,756 | 226,513 | 18,739 | 0 |
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Proposal No. 3 – The Authorized Shares Proposal
The amendment to the Certificate of Incorporation to increase in the authorized shares of common stock of the Company from 100,000,000 shares to 300,000,000 shares was approved. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 17,157,091 | 278,421 | 9,496 | 0 |
Proposal No. 4 – The Classified Board Proposal
The amendment to the Certificate of Incorporation to classify the board of directors of the Company into three classes with staggered three-year terms was approved. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 17,196,432 | 220,774 | 27,802 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, effective March 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FLY-E GROUP, INC. | ||
| Date: March 14, 2025 | By: | /s/ Zhou Ou |
| Name: | Zhou Ou | |
| Title: | Chief Executive Officer | |
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