INNOVATE Corp. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$VATE
Metal Fabrications
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| N/A | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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| Item 3.02 | Unregistered Sales of Equity Securities | ||||
In connection with the Company's previously disclosed rights offering, the Company sold approximately 31.3 thousand shares of Series C Non-Voting Convertible Participating Preferred Stock, par value $0.001 per share (the “Preferred Stock”) to Lancer Capital LLC (“Lancer Capital”). Pursuant to the previously filed Certificate of Designations of the Preferred Stock, the Preferred Stock automatically converted to 44,693,895 shares of Common Stock, par value $0.001 per share, upon the approval of such conversion by the stockholders at the Annual Meeting. This issuance and sale was consummated without registration under the Securities Act, in reliance upon an exemption from the registration requirements of the Securities Act under Section 3(a)(9) of the Securities Act.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | ||||
On June 18, 2024, INNOVATE Corp. (the “Company”) amended its Second Amended and Restated Certificate of Incorporation (as previously amended, the “Certificate of Incorporation”) to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law and to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), from 160,000,000 to 250,000,000 shares.
The foregoing description of the amendments to the Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on June 18, 2024, 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 | ||||
The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on June 18, 2024. The final voting results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
| Proposal 1: | Election of Directors | ||||
The stockholders voted to elect the following four nominees as members of the Board of Directors of the Company, each to hold office until the Company’s 2025 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. The results of the vote were as follows:
| Director Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Avram A. Glazer | 56,081,412 | 2,133,336 | 2,669,579 | 12,340,830 | ||||||||||||||||||||||
| Warren H. Gfeller | 57,244,535 | 908,388 | 2,731,404 | 12,340,830 | ||||||||||||||||||||||
| Brian S. Goldstein | 57,162,965 | 935,058 | 2,786,304 | 12,340,830 | ||||||||||||||||||||||
| Amy M. Wilkinson | 57,380,247 | 718,303 | 2,785,777 | 12,340,830 | ||||||||||||||||||||||
| Proposal 2: | Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers (“Say on Pay Vote”) | ||||
The stockholders voted to approve the non-binding, advisory proposal on the compensation of the Company’s named executive officers. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 55,982,851 | 1,817,694 | 3,083,782 | 12,340,830 | |||||||||||||||||
| Proposal 3: | Approval of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law | ||||
The stockholders voted to approve the amendment to the Certificate of Incorporation to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 56,017,052 | 4,297,571 | 569,704 | 12,340,830 | |||||||||||||||||
| Proposal 4: | Approval of Amendment to Company’s Second Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $0.001 | ||||
The stockholders voted to approve the amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $0.001. The results of the vote were as follows:
Common Stock, voting separately:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 58,329,834 | 9,613,140 | 536,833 | 0 | |||||||||||||||||
Common Stock and Preferred Stock, voting together as a single class:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 63,075,184 | 9,613,140 | 536,833 | 0 | |||||||||||||||||
| Proposal 5: | Approval of Amendment to Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our outstanding shares of Common Stock | ||||
The stockholders voted to approve the amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our outstanding shares of Common Stock. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 69,492,409 | 3,616,259 | 116,489 | 0 | |||||||||||||||||
| Proposal 6: | Approval of Amendment to Second Amended and Restated 2014 Omnibus Equity Award Plan to increase the number of shares of Common Stock available for issuance thereunder | ||||
The stockholders voted to approve the amendment to the Second Amended and Restated 2014 Omnibus Equity Award Plan to increase the number of shares of Common Stock available for issuance thereunder. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 59,386,238 | 1,186,960 | 311,129 | 12,340,830 | |||||||||||||||||
| Proposal 7: | Approval of vesting on July 25, 2024, the first anniversary of the date on which his employment with the Company began, of restricted stock unit and stock option awards granted to our Interim Chief Executive Officer | ||||
The stockholders voted to approve the vesting on July 25, 2024, the first anniversary of the date on which his employment with the Company began, of restricted stock unit and stock option awards granted to our Interim Chief Executive Officer. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 58,947,700 | 1,072,039 | 864,588 | 12,340,830 | |||||||||||||||||
| Proposal 8: | Approval of conversion of 31,285.7265 shares of the Series C Preferred Stock into Common Stock in connection with the Rights Offering | ||||
The stockholders voted to approve the conversion of 31,285.7265 shares of the Series C Preferred Stock into Common Stock in connection with the Rights Offering. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 58,981,160 | 1,863,954 | 39,213 | 12,340,830 | |||||||||||||||||
| Proposal 9: | Ratification of the appointment of BDO USA, P.C., as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. | ||||
The stockholders voted to ratify the appointment of BDO USA, P.C., as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 70,756,117 | 2,351,000 | 118,040 | 0 | |||||||||||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
Exhibit No. | Description | ||||
| 3.1 | |||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
Date: June 20, 2024
INNOVATE Corp. (Registrant) | |||||||||||||||||
| By: | /s/ Michael J. Sena | ||||||||||||||||
| Name: Michael J. Sena | |||||||||||||||||
| Title: Chief Financial Officer | |||||||||||||||||