Safety Shot 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
At the 2025 special meeting of shareholders (the “Special Meeting”) of Safety Shot, Inc. (the “Company”) held on June 12, 2025, the Company’s shareholders approved an amendment to the 2024 Equity Incentive Plan (the “Plan”) to increase the number of Safety Shot Shares reserved for issuance under the Plan by up to 22,000,000 additional Safety Shot Shares. The Company’s shareholders had previously approved the Plan on June 24, 2024.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting of stockholders held on June 12, 2025 (the “Special Meeting”), the Company’s stockholders voted on the matters described below.
| 1. | To approve the issuance of such number of Safety Shot Shares to Yerbaé Shareholders in accordance with the Arrangement Agreement: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 20,383,589 | 2,333,536 | 103,484 | 19,995,341 |
| 2. | To approve an amendment to the Safety Shot 2024 equity incentive plan to increase the number of Safety Shot Shares reserved for issuance by up to 22,000,000 additional Safety Shot Shares: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 18,755,063 | 3,974,119 | 91,427 | 19,995,341 |
| 3. | To authorize, for purposes of complying with Nasdaq listing rule 5635(d), the issuance of promissory notes of Safety Shot (collectively, the “Notes”), Safety Shot Shares underlying the Notes and certain provisions of the Notes, issued in connection with an offering and sale of securities of Safety Shot that was consummated on January 20, 2025: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 20,228,700 | 2,476,977 | 114,932 | 19,995,341 |
| 4. | Approval of the issuance of up to 20,000,000 Safety Shot Shares to Core 4 Capital Corp. in one or more non-public offerings in accordance with Nasdaq Listing Rule 5635(b) : |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
18,582,332 |
4,148,195 |
90,082 | 19,995,341 |
| 5. | To grant discretionary authority to the Safety Shot Board to amend the Safety Shot Amended and Restated Certificate of Incorporation, as amended, to combine the issued and outstanding Safety Shot Shares into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-thirty-five (1-for-35), with the exact ratio to be determined by the Safety Shot Board in its sole discretion (the “Safety Shot Reverse Stock Split”); and effect the Safety Shot Reverse Stock Split, if at all, within one year of the date the proposal is approved by stockholders (b) : |
| Votes For | Votes Against | Votes Abstained | ||
| 36,874,290 | 5,545,422 | 396,238 |
| 6. | To approve one or more adjournments of the Safety Shot Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Safety Shot Share Issuance Proposal, the Safety Shot Incentive Plan Proposal, the Safety Shot Settlement Proposal, the Safety Shot Nasdaq Change of Control Proposal, and the Safety Shot Reverse Stock Split Proposal or to establish a quorum: |
| Votes For | Votes Against | Votes Abstained | ||
| 33,482,543 | 8,364,522 | 968,855 |
Item 9.01 Exhibits
(d) Exhibits.
Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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.
Date: June 16, 2025
| SAFETY SHOT, INC. | ||
| By: | /s/ Jarret Boon | |
| Jarret Boon | ||
| Chief Executive Officer | ||