SharpLink Gaming 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, at SharpLink Gaming, Inc.’s (“SharpLink” or the “Company”) 2025 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of SharpLink approved the proposals listed below. The final results of the votes regarding each proposal are set forth in the following tables. Each of these proposals was described in detail in the Company’s proxy statement.
The quorum required by the amended and restated articles of the Company (two or more stockholders holding at least 33 1/3% of the voting rights at the Annual Meeting) was present within a half an hour from the time appointed for the Annual Meeting. The number of shares of Common Stock of the Company present and voting at the Annual Meeting, constituting a quorum, was as set forth below:
| ● | Present and voting in person or by proxy: 3,309,611 | |
| ● | Percent of total outstanding shares: 44.03% |
| 1. | The record date for determining the Company’s stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”) was March 20, 2025. On the Record Date, there were 6,903,056 shares of common stock issued and outstanding (“Common Stock”). To reelect Rob Phythian, Obie McKenzie, Robert Gutkowski and Leslie Bernhard as members of the Board of Directors for a term expiring at our 2025 Annual General Meeting of Stockholders and until their successors are elected and qualified. |
| FOR | % VOTED FOR | WITHHELD | % VOTED WITHHELD | |||||||||||||
| Rob Phythian | 1,004,779 | 93.75% | 67,036 | 6.25% | ||||||||||||
| Obie McKenzie | 1,016,831 | 94.87% | 54.984 | 5.13% | ||||||||||||
| Robert Gutkowski | 1,017,084 | 94.89% | 54,731 | 5.11% | ||||||||||||
| Leslie Bernhard | 1,017,096 | 94.89% | 54,719 | 5.11% | ||||||||||||
For the Election of Directors Proposal, the Director nominees who receive the highest number of “FOR” votes will be elected as Directors. You may vote “FOR” or “WITHHOLD” with respect to each Director nominee. Votes that are withheld will be excluded entirely from the vote with respect to the nominee from which they are withheld and will have the same effect as an abstention.
| 2. | The approval of the increase in the reverse stock split ratio from up to and including 6:1 (which was approved by stockholders at the 2024 Annual Meeting of Stockholders held on December 23, 2024) to up to and including 12:1 of the Company’s Common Stock, par value $0.0001 per share, to be effective at the ratio and on a date to be determined by the Company’s Board of Directors (the “Reverse Split Proposal”); |
| FOR | AGAINST | ABSTAIN | ||||||
| 2,580,186 | 449,142 | 10,283 | ||||||
The Reverse Split Proposal requires votes cast for the increase in the reverse stock split ratio to exceed the votes cast against such proposal.
| 3. | To ratify the reappointment of Cherry Bekaert, LLP, registered public accountants, as our Company’s independent registered public accountants for the year ended December 31, 2025, and to authorize the Board of Directors to fix such independent registered public accountants’ compensation in accordance with the volume and nature of their services or to delegate such power to the Audit Committee. |
| FOR | AGAINST | ABSTAIN | ||||||
| 2,848,710 | 190,698 | 203 | ||||||
The affirmative vote of the holders of a majority of the Common Stock represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter, is required to approve the resolution.
| 4. | To approve a non-binding advisory vote to approve the compensation paid to our named executive officers (the “Say on Pay Proposal”). |
| FOR | AGAINST | ABSTAIN | ||||||
| 699,508 | 71,412 | 300,895 | ||||||
The affirmative vote of the holders of a majority of the Common Stock represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter, is required to approve the Say on Pay Proposal.
| 5. | To approve the adjournment or postponement of this Annual Meeting, if necessary, to solicit additional proxies or to achieve a quorum (the “Adjournment Proposal”). |
| FOR | AGAINST | ABSTAIN | ||||||
| 2,695,753 | 328,333 | 15,525 | ||||||
The affirmative vote of the holders of a majority of the shares represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter, is required to approve the Adjournment Proposal.
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.
| SHARPLINK GAMING, INC. | ||
| By: | /s/ Rob Phythian | |
| Name: | Rob Phythian | |
| Title: | Chief Executive Officer | |
| Dated: April 23, 2025 | ||