Muscle Maker Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
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| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Item 5.07 Submission of Matters to a Vote of Security Holders
Sadot Group Inc. (the “Company”) held its Annual Meeting on December 20, 2023. Of the 46,764,336 shares of Common Stock outstanding on November 22, 2023, the record date, 36,990,557 shares were represented at the Annual Meeting, in person or by proxy, constituting a quorum. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each proposal was as set forth below:
(1) Elect 11 directors until their successors are duly elected and qualified, or until the earlier death, resignation or removal of such director. The 11 directors receiving the highest vote were appointed to the board. The following Directors were elected to the board.
| For | Withheld | |||||||
| Kevin Mohan | 28,446,641 | 1,009,694 | ||||||
| Jeff Carl | 27,595,700 | 1,860,635 | ||||||
| Stephen A. Spanos | 28,607,822 | 848,513 | ||||||
| Benjamin Petel | 28,611,765 | 844,570 | ||||||
| Na Yeon (“Hannah”) Oh | 28,587,390 | 868,945 | ||||||
| Ray Shankar | 28,591,985 | 864,350 | ||||||
| Marvin Yeo | 28,587,405 | 868,930 | ||||||
| Paul Sansom | 28,614,425 | 841,910 | ||||||
| Mark McKinney | 28,609,405 | 846,930 | ||||||
| David Errington | 28,612,718 | 843,617 | ||||||
| Ahmed Kahn, EngD | 28,609,326 | 847,009 | ||||||
(2) Ratify the appointment of Kreit & Chiu CPA LLP (formerly known as Benjamin and Ko) as the Company’s independent registered public accounting firm for the year ending December 31, 2023. This matter was determined based on majority of the shares cast.
| For | Against | Abstain | ||||||
| 35,979,058 | 338,853 | 672,646 | ||||||
(3) Approve the adoption of the 2024 Equity Incentive Plan. This matter was determined based on majority of the shares cast.
| For | Against | Abstain | ||||||
| 26,692,747 | 2,680,308 | 83,280 | ||||||
(4) Approve an amendment of the Company’s articles of incorporation to increase the number of authorized shares of common stock from 150,000,000 to 200,000,000. This matter was determined based on majority of the shares outstanding.
| For | Against | Abstain | ||||||
| 31,873,014 | 5,090,788 | 26,755 | ||||||
(5) Approve an amendment of the Company’s articles of incorporation to amend an Articles of Incorporation that authorizes the issuance of 10,000,000 shares of “blank check” preferred stock. This matter was determined based on majority of the shares outstanding.
| For | Against | Abstain | ||||||
| 25,424,311 | 3,996,677 | 35,347 | ||||||
(6) To approve, for purposes of compliance with Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of up to 15,000,000 shares of our Common Stock to YA II PN Ltd., or an affiliate of YA II PN Ltd. (“Yorkville”), in connection with and pursuant to a Standby Equity Purchase Agreement, dated September 22, 2023 by and between the Company and Yorkville (the “SEPA”) in accordance with the stockholder approval requirements of Nasdaq Listing Rules 5635(b) and 5635(d), pursuant to which Yorkville is committed, subject to the conditions and limitations set forth in the SEPA, to purchase up to an aggregate of 15,000,000 shares of Common Stock during the term of the SEPA. This matter was determined based on majority of the shares outstanding.
| For | Against | Abstain | ||||||
| 25,255,325 | 3,425,147 | 775,863 | ||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SADOT GROUP INC. | ||
| By: | /s/ Michael Roper | |
| Name: | Michael Roper | |
| Title: | Chief Executive Officer | |
Date: December 22, 2023