Nano Nuclear Energy Inc. 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.
On April 23, 2025, Nano Nuclear Energy Inc. (the “Company”) conducted its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting was conducted virtually.
The number of shares of common stock of the Company entitled to vote at the Annual Meeting was 37,072,881 shares outstanding as of the February 27, 2025 record date for the Annual Meeting (the “Voting Stock”). No other shares of the Company’s capital stock were entitled to vote at the Annual Meeting.
The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was approximately 25,513,505 shares of Voting Stock, constituting a quorum. At the Annual Meeting, the Company’s stockholders adopted all three proposals presented at the Annual Meeting for voting, which included:
| (i) | the election of all five (5) currently serving members of the Company’s Board of Directors to serve for a one-year term that expires at the 2026 Annual Meeting of Stockholders, or until their successor is duly elected and qualified, unless they resign, is removed or otherwise is disqualified from serving as a director of the Company; |
| (ii) | the approval of the Company’s 2025 Equity Incentive Plan, the form of which was filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on February 28, 2025 (the “2024 Plan”); and |
| (iii) | the ratification of the appointment of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025. |
The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal No. 1 - Election of Directors
James Walker, Jay Jiang Yu, Jaisun Garcha, Dr, Tsun Yee Law, Diane Hare and Dr. Kenny Yu were each elected as a director to serve for a one-year term that expires at the Company’s 2026 Annual Meeting of Stockholders or until a successor is elected and qualified or until her or his earlier death, incapacity, removal or resignation. The voting results were as follows:
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Vote | |||
| James Walker | 15,116,875 | 100,808 | 10,295,821 | |||
| Jay Jiang Yu | 15,160,647 | 57,037 | 10,295,821 | |||
| Dr. Tsun Yee Law | 15,092,615 | 125,069 | 10,295,821 | |||
| Diane Hare | 14,321,987 | 895,696 | 10,295,821 | |||
| Dr. Kenny Yu | 15,110,146 | 107,538 | 10,295,821 |
Proposal No. 2 - Approval of the 2025 Equity Incentive Plan and the issuance of contingent awards
The proposal to adopt the 2025 Equity Incentive Plan was approved. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote | |||
| 13,721,097 | 1,211,636 | 284,947 | 10,295,824 |
Proposal No. 3 - Ratification of the appointment of independent registered public accounting firm
Appointment by the Company’s audit committee of Withum the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 was ratified. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote | |||
| 25,244,138 | 111,015 | 158,352 | 0 |
SIGNATURE
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.
| NANO NUCLEAR ENERGY INC. | ||
| Dated: April 24, 2025 | By: | /s/ Jaisun Garcha |
| Name: | Jaisun Garcha | |
| Title: | Chief Financial Officer | |