Greenwave Technology Solutions 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.
On August 13, 2025, Greenwave Technology Solutions, Inc., a Delaware Corporation (the “Company”), held its 2025 annual meeting of stockholders (the “Annual Meeting”), and a quorum for the transaction of business was present in person or represented by proxy. As of July 17, 2025, the record date for the Annual Meeting, 61,169,509 shares of common stock, par value $0.001 per share of the Company (the “Common Stock”) and 450,000 shares of Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “Series A-1 Preferred Stock”) were issued and outstanding. Holders of Common Stock and Series A-1 Preferred Stock (on an as converted to Common Stock basis) voted as a single class on each matter presented at the Annual Meeting. The holders of Common Stock and Series A-1 Preferred Stock (on an as converted to Common Stock basis) voted on the following proposals, which are described in more detail in our definitive proxy statement filed with the SEC on July 24, 2025. The voting results reported below are final.
Proposal 1
The individuals listed below were elected to serve as our directors at the Annual Meeting until the next annual meeting of the stockholders or until their successors are duly elected and qualified.
| For | Against | Abstained | Broker Non-Votes | |||||
| Danny Meeks | 34,977,605 | - | 5,731,276 | 0 | ||||
| Lisa Lucas-Burke | 35,077,616 | - | 5,631,265 | 0 | ||||
| Cheryl Lanthorn | 34,201,148 | - | 6,507,733 | 0 |
Proposal 2
Proposal 2 was to ratify the appointment of RBSM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. This proposal was approved.
| For | Against | Abstained | Broker Non-Votes | |||
| 38,173,853 | 1,247,006 | 1,288,022 | 0 |
Proposal 3
Proposal 3 was to hold an advisory non-binding vote on executive compensation. This proposal was approved.
| For | Against | Abstained | Broker Non-Votes | |||
| 34,017,914 | 6,026,201 | 664,766 | 0 |
Proposal 4
Proposal 4 was to hold an advisory non-binding vote on the frequency for holding an advisory vote on executive compensation. The stockholders approved a three-year frequency for holding an advisory vote on executive compensation.
| One Year | Two Years | Three Years | Abstain | |||
| 3,990,259 | 368,921 | 32,902,077 | 3,447,622 |
In accordance with these results, and consistent with the Board of Director’s (the “Board”) recommendation, the Board determined that future non-binding advisory votes of stockholders to approve the compensation paid to the Company’s named executive officers will be submitted triennially to the Company’s stockholders until the next non-binding advisory stockholder vote on the frequency of stockholder votes on executive compensation, or until the Board otherwise determines a different frequency for such non-binding votes.
Proposal 5
Proposal 5 was to approve the issuance of up to an aggregate of 28,644,323 shares of our Common Stock issuable upon the exercise of warrants to purchase our Common Stock in accordance with Listing Rule 5635(d). This proposal was approved.
| For | Against | Abstained | Broker Non-Votes | |||
| 32,798,105 | 7,794,181 | 116,594 | 1 |
Proposal 6
Proposal 6 was to approve the issuance of up to 11,346,743 shares of Common Stock issuable upon exercise of certain existing warrants that were amended on January 10, 2025 to, among other things, increase the number of shares of Common Stock issuable upon exercise of such warrants, in accordance with Nasdaq Listing Rule 5635(d). This proposal was approved.
| For | Against | Abstained | Broker Non-Votes | |||
| 32,672,573 | 7,957,744 | 78,563 | 1 |
Proposal 7
Proposal 7 was to ratify the terms and approve the issuance of 450,000 shares of the Series A-1 Preferred Stock, pursuant to the Contract of Sale with the Sellers, in each case, an entity affiliated with Danny Meeks, the Company’s Chief Executive Officer and Chairman of the Board, pursuant to which the Company agreed to purchase certain Premises (as defined in the Contract of Sale) held by the Sellers. This proposal was approved.
| For | Against | Abstained | Broker Non-Votes | |||
| 32,585,862 | 8,054,567 | 68,451 | 1 |
Proposal 8
Proposal 8 was to approve the grant of discretionary authority to our Board of Directors to amend the Certificate of Incorporation to effect one or more consolidations of the issued and outstanding shares of Common Stock, pursuant to which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio within the range from 1-for-2 up to 1-for-150. This proposal was approved.
| For | Against | Abstained | Broker Non-Votes | |||
| 32,700,294 | 6,959,290 | 49,296 | 1 |
Proposal 9
Proposal 9 was to approve the adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the foregoing proposals. This proposal was approved.
| For | Against | Abstained | Broker Non-Votes | |||
| 33,895,703 | 6,186,593 | 626,584 | 1 |
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.
| GREENWAVE TECHNOLOGY SOLUTIONS, INC. | ||
| By: | /s/ Danny Meeks | |
| Name: | Danny Meeks | |
| Title: | Chief Executive Officer | |
Date: August 14, 2025