Kartoon Studios Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 14, 2025, at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Kartoon Studios, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated 2020 Incentive Plan, as amended (the “2020 Plan”) to increase the aggregate number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), available for awards under the 2020 Plan by 5,000,000 shares. A summary of the material terms of the 2020 Plan is incorporated herein by reference from the Company’s definitive proxy statement for the 2025 Annual Meeting, as filed with the SEC on April 3, 2025 (the “Proxy Statement”). The Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2025 Annual Meeting, the Company’s stockholders were asked to consider and vote on five proposals, each of which is listed below and described in more detail in the Proxy Statement. With respect to each proposal, holders of Common Stock were entitled to cast one vote per share of Common Stock held as of the close of business on the record date of March 17, 2025. On the record date there were 47,784,964 shares of Common Stock issued and outstanding and entitled to vote at the 2025 Annual Meeting.
The following are the final results of voting on each of the proposals presented at the 2025 Annual Meeting:
Proposal No. 1: Election of Directors
The stockholders elected each of Andy Heyward, Joseph “Gray” Davis, Margaret Loesch, Lynne Segall, Henry Sicignano III, Anthony Thomopoulos and Dr. Cynthia Turner-Graham to serve on the Company’s Board of Directors and to hold office until the next annual meeting of the Company’s stockholders, or until their respective successors are elected and qualified or until their earlier resignation or removal.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Andy Heyward | 12,317,557 | 1,360,342 | 11,453,948 | |||
| Joseph “Gray” Davis | 9,858,210 | 3,819,689 | 11,453,948 | |||
| Margaret Loesch | 9,704,581 | 3,973,318 | 11,453,948 | |||
| Lynne Segall | 9,383,805 | 4,294,094 | 11,453,948 | |||
| Henry Sicignano III | 9,704,733 | 3,937,166 | 11,453,948 | |||
| Anthony Thomopoulos | 10,274,771 | 3,403,128 | 11,453,948 | |||
| Dr. Cynthia Turner-Graham | 10,189,468 | 3,488,431 | 11,453,948 |
Proposal No. 2: The Auditor Ratification Proposal
The stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 21,896,424 | 2,426,385 | 809,038 | — |
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Proposal No. 3: The Incentive Plan Increase Proposal
The stockholders approved the Amendment to the 2020 Plan to increase the aggregate number of shares of Common Stock available for awards under the 2020 Plan by 5,000,000 shares.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 8,853,404 | 4,768,899 | 55,596 | 11,453,948 |
Proposal No. 4: The Warrant Exercise Proposal
The stockholders approved the issuance of up to an aggregate of 17,447,366 shares of Common Stock upon the exercise of certain warrants issued in connection with the offering that closed on December 18, 2024.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 9,049,979 | 4,529,980 | 97,940 | 11,453,948 |
Proposal No. 5: The Adjournment Proposal
The stockholders approved adjournment of the Annual Meeting to solicit additional proxies if there were insufficient votes at the time of the meeting to adopt Proposal 3 and Proposal 4. The Company’s Board of Directors determined that an adjournment was not necessary because each of Proposal 3 and Proposal 4 had received a sufficient number of votes to be approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 9,095,763 | 4,513,796 | 68,340 | 11,453,948 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 2 to the Amended and Restated 2020 Incentive Plan, effective May 14, 2025 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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.
| KARTOON STUDIOS, INC. | ||
| Date: May 16, 2025 | By: | /s/ Andy Heyward |
| Name: Andy Heyward | ||
| Title: Chief Executive Officer | ||
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