Loop Media 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 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
As described under Proposal 3 of Item 5.07 of this Current Report, on September 19, 2024, the stockholders of Loop Media, Inc. (the “Company”) voted at the Company’s virtual 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to approve an amendment (the “Amendment”) to the Company’s Restated Articles of Incorporation (the “Articles of Incorporation”) to increase the number of shares of common stock, par value of $0.0001 per share (“Common Stock”), authorized for issuance thereunder from 150,000,000 shares to 225,000,000 shares.
On September 20, 2024, the Company filed the Amendment with the Secretary of State of the State of Nevada and such amendment became effective immediately. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 19, 2024, the Company held the Annual Meeting. The matters voted on at the Annual Meeting were: (i) the election of directors, (ii) the ratification of the appointment of the Company’s independent registered public accounting firm, (iii) the approval of an amendment to the Articles of Incorporation to increase the number of shares of Common Stock available for issuance thereunder from 150,000,000 shares to 225,000,000 shares (“Proposal 3”), (iv) the approval of the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of Proposal 3 are insufficient, (v) the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers, and (vi) the approval, on an advisory basis, with respect to how often the Company will conduct an advisory vote on executive compensation.
The voting results for each item of business voted upon at the Annual Meeting were as follows:
| 1. | The votes cast with respect to the proposal to elect Bruce A. Cassidy, Jon M. Niermann, Denise M. Penz, David Saint-Fleur and Sonya Zilka as directors of the Company to hold office until the next annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal were as follows: |
| FOR | WITHHELD | BROKER NON-VOTES | ||||||||||
| Bruce A. Cassidy | 46,521,043 | 2,464,274 | 10,302,389 | |||||||||
| Jon M. Niermann | 42,513,492 | 6,471,825 | 10,302,389 | |||||||||
| Denise M. Penz | 40,762,776 | 8,222,541 | 10,302,389 | |||||||||
| David Saint-Fleur | 41,391,226 | 7,594,091 | 10,302,389 | |||||||||
| Sonya Zilka | 41,119,564 | 7,865,753 | 10,302,389 | |||||||||
The stockholders elected each nominee as a director of the Company.
| 2. | The votes cast with respect to the proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2024, were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 57,763,269 | 646,532 | 877,905 | - | |||||||||||
The stockholders approved the proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024.
| 3. | The votes cast with respect to the proposal to approve an amendment to the Articles of Incorporation to increase the number of shares of Common Stock available for issuance thereunder from 150,000,000 shares to 225,000,000 shares were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 47,954,854 | 11,247,818 | 85,034 | - | |||||||||||
The stockholders approved the proposal to approve the amendment to the Articles of Incorporation.
| 4. | The votes cast with respect to the proposal to approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of Proposal 3 are insufficient were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 44,615,057 | 4,285,556 | 84,704 | 10,302,389 | |||||||||||
The stockholders approved the proposal to approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of Proposal 3 are insufficient.
| 5. | The votes cast with respect to the proposal to approve, on an advisory basis, the executive compensation of the Company’s named executive officers were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 34,499,364 | 13,366,326 | 1,119,627 | 10,302,389 | |||||||||||
The stockholders approved the proposal to approve, on an advisory basis, the executive compensation of the Company’s named executive officers.
| 6. | The votes cast with respect to whether an advisory vote on executive compensation should be held every one, two or three years were as follows: |
| ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN | BROKER NON-VOTES | ||||||||||||||
| 46,719,237 | 701,563 | 1,512,446 | 52,017 | 10,302,389 | ||||||||||||||
The stockholders voted in favor of the “ONE YEAR” option as the recommended frequency of future advisory votes on executive compensation. The Company’s board of directors (the “Board”) has considered the outcome of this advisory vote on how often the Company will conduct an advisory vote on executive compensation and has determined, as was recommended with respect to this proposal by the Board in the proxy statement for the Annual Meeting, that the Company will conduct future advisory votes on executive compensation every year until the occurrence of the next vote on how often the Company will conduct an advisory vote on executive compensation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Restated Articles of Incorporation of Loop Media, Inc., dated September 20, 2024. | |
| 104 | Cover Page Interactive Date File (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.
| LOOP MEDIA, INC. | ||
| Dated: September 23, 2024 | By: | /s/ Justis Kao |
| Name: | Justis Kao | |
| Title: | Chief Executive Officer | |