SEC Form 8-K filed by Alliance Entertainment Holding Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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. |
Amendment to 2023 Stock Incentive Plan
On November 7, 2024, Alliance Entertainment Holding Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (“Amendment No. 1”) to the Company’s 2023 Omnibus Equity and Incentive Plan (the “2023 Plan”) to increase the number of shares of Class A common stock that the Company will have authority to grant under the 2023 Plan from 600,000 shares of Class A common stock to 1,000,000 shares of Class A common stock. A description of the 2023 Plan, as amended, is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on October 18, 2024 with the Securities and Exchange Commission (the “Definitive Proxy Statement”), in the section entitled “PROPOSAL NO. 2: APPROVAL OF AN AMENDMENT TO THE 2023 OMNIBUS EQUITY AND INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF CLASS A COMMON STOCK AVAILABLE THEREUNDER FROM 600,000 SHARES OF CLASS A COMMON STOCK TO 1,000,000 SHARES OF CLASS A COMMON STOCK”. The description of Amendment No. 1 is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and attached to the Definitive Proxy Statement as Appendix A.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 7, 2024, the Company held the Annual Meeting at which the Company’s stockholders voted on the following two (2) proposals and cast their votes as described below. These matters are described in detail in the Definitive Proxy Statement.
The final results for Proposals No. 1 and No. 2 as set forth in the Definitive Proxy Statement were as follows:
Proposal No. 1: To elect two Class I directors to serve on the Company’s Board until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
Nominee |
Votes For |
Votes Against |
Votes Withheld | |||
| W. Tom Donaldson III | 108,833,511 | 0 | 5,529 | |||
| Chris Nagelson | 108,833,511 | 0 | 5,529 |
Proposal No. 2: To approve an amendment to the 2023 Plan to increase the number of shares of Class A common stock available for grant under the 2023 Plan from 600,000 shares of Class A common stock to 1,000,000 shares of Class A common stock:
Votes For |
Votes Against |
Votes Withheld |
||
| 108,822,979 | 15,112 | 949 |
| Item 9.01 | Financial Statements and Other Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Exhibit | |
| 10.1 | Amendment No. 1 to the Alliance Entertainment Holding Corporation 2023 Omnibus Equity and Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 18, 2024). | |
| 104 | Cover Page Interactive Data File (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.
| Dated: November 8, 2024 | ALLIANCE ENTERTAINMENT HOLDING CORPORATION | |
| By: | /s/ Bruce Ogilvie | |
| Name: | Bruce Ogilvie | |
| Title: | Executive Chairman | |