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
Date
of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the SKYX Platforms Corp. (the “Company”) 2024 Annual Meeting of Stockholders held on July 10, 2024 (the “Annual Meeting”), the Company’s stockholders approved the SKYX Platforms Corp. Amended and Restated 2021 Stock Incentive Plan (the “Plan”), which had previously been approved by the Company’s Board of Directors, subject to stockholder approval. The Plan increased the number of shares reserved for issuance thereunder by 20,000,000 shares. A summary of the Plan is included in Proposal 4 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 16, 2024 (the “Proxy Statement”), which summary is incorporated in its entirety herein by reference. The summary of the Plan in the Proxy Statement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on July 10, 2024, at 11:00 a.m. Eastern Time, at 2855 W. McNab Road, Pompano Beach, Florida 33069. At the Annual Meeting:
| 1. | Rani R. Kohen, Nancy DiMattia, Gary N. Golden, Efrat L. Greenstein Brayer, Thomas J. Ridge, Dov Shiff, and Leonard J. Sokolow were elected to serve as directors until the next annual meeting of stockholders or until their successors have been duly elected and qualified. | |
| 2. | The appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified. | |
| 3. | The compensation of the Company’s named executive officers was approved on an advisory, non-binding basis. | |
| 4. | The Plan was approved. |
The voting results for each such matter were as follows:
| 1. | Election of Directors: |
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Rani R. Kohen | 39,933,412 | 1,144,568 | 22,096,444 | |||||||||
| Nancy DiMattia | 40,133,123 | 944,857 | 22,096,444 | |||||||||
| Gary N. Golden | 39,860,540 | 1,217,440 | 22,096,444 | |||||||||
| Efrat L. Greenstein Brayer | 39,530,948 | 1,547,032 | 22,096,444 | |||||||||
| Thomas J. Ridge | 38,934,558 | 2,143,422 | 22,096,444 | |||||||||
| Dov Shiff | 39,983,961 | 1,094,019 | 22,096,444 | |||||||||
| Leonard J. Sokolow | 40,400,296 | 677,684 | 22,096,444 |
| 2. | Ratification of M&K CPAS, PLLC as the Company’s Independent Registered Public Accounting Firm: |
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 62,771,581 | 395,782 | 7,061 | — |
| 3. | Advisory, Non-Binding Vote on Executive Compensation: |
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 39,807,877 | 1,155,233 | 114,870 | 22,096,444 |
| 4. | Approval of the Amended and Restated 2021 Stock Incentive Plan: |
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 38,385,957 | 2,577,327 | 114,696 | 22,096,444 |
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number | Description | |
| 10.1* | SKYX Platforms Corp. Amended and Restated 2021 Stock Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Indicates management contract or any compensatory plan, contract or arrangement.
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.
| SKYX PLATFORMS CORP. | ||
| Date: July 10, 2024 | By: | /s/ Leonard J. Sokolow |
| Name: | Leonard J. Sokolow | |
| Title: | Co-Chief Executive Officer | |