MDB Capital Holdings LLC 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
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of MDB Capital Holdings, LLC (the “Company”) was held on December 10, 2024. At the Annual Meeting, the Company’s shareholders:
| ● | Elected eight nominees to serve as directors until the 2025 annual meeting of shareholders and until their successors are duly elected and qualified;
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| ● | Considered and voted on a non-binding advisory resolution to approve the compensation paid to our named executive officers for our 2025 fiscal year;
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| ● | Considered and voted on a non-binding advisory determination of the frequency of future advisory votes on the compensation paid to our named executive officers; and
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| ● | Ratified the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2024. |
There were outstanding, as of the close of business on October 11, 2024, the record date for the Annual Meeting, 4,295,632 shares of Class A Common Stock of the Company, each entitled to one vote per shares, and 5,000,000 shares of Class B Common Stock of the Company, each entitled to five votes per share. There were 29,295,632 votes entitled to vote at the Annual Meeting represented by these shares. There were present at the Annual Meeting, either in person or represented by proxy, 27,086,417 votes, representing 92.45% of the shares entitled to vote at the Annual Meeting.
On each of Proposals 1 and 2, there were 1,363,186 broker non-votes, and for Proposal 4 there were no broker non-votes.
The final number of votes cast for, against, withheld or abstaining with respect to each Proposal is set forth below.
| Proposal 1 | Shares For | Shares Withheld | ||||||
| Christopher Marlett | 25,667,802 | 55,429 | ||||||
| Anthony DiGiandomenico | 25,670,252 | 52,979 | ||||||
| George Brandon | 25,668,203 | 55,028 | ||||||
| Mo Hayat | 25,668,102 | 55,129 | ||||||
| Susanne Meline | 25,695,603 | 27,628 | ||||||
| Mathew Hayden | 25,695,152 | 28,079 | ||||||
| Sean Magennis | 25,599,786 | 123,445 | ||||||
| Daniel Torpey | 25,713,720 | 9,511 | ||||||
| Proposal 2 | Shares For | Shares Against | Shares Abstaining | |||||||||
| The non-binding advisory resolution to approve the compensation paid to our named executive officers for our 2025 fiscal year. | 25,595,078 | 101,568 | 26,585 | |||||||||
| Proposal 3 | Shares For One Year | Shares For Two Years | Shares For Three Years | Shares Abstaining | ||||||||||||
| The non-binding advisory determination of the frequency of future advisory votes on the compensation paid to our named executive officers | 346,073 | 19,124 | 25,209,730 | 148,304 | ||||||||||||
| Proposal 4 | Shares For | Shares Against | Shares Abstaining | |||||||||
| Ratification of the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2024. | 27,078,560 | 901 | 6,956 | |||||||||
Based on the vote under Proposal 3, the Company will ask the shareholders every three years for an advisory vote on the compensation paid to the named executive officers.
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: December 13, 2024 | MDB CAPITAL HOLDINGS, LLC | |
| By | /s/ Jeremy W. James | |
| Jeremy W. James | ||
| Chief Financial Officer | ||