Signing Day Sports 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 October 10, 2024, Signing Day Sports, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”). As of September 16, 2024, the record date for the Special Meeting, there were 18,117,686 shares of common stock, par value $0.0001 per share (“common stock”), issued and outstanding and entitled to vote on the proposals presented at the Special Meeting, of which 9,217,335 shares, or approximately 50.9%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of common stock are entitled to one vote for each share held. The proposals are described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the SEC on September 20, 2024 (the “Proxy Statement”), the relevant portions of which are incorporated by reference herein. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Special Meeting.
(i) A proposal to approve one or more amendments of the Company’s Second Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits of the Company’s common stock, at a ratio ranging from any whole number between 1-for-2 and 1-for-100 and in the aggregate not more than 1-for-100, inclusive, as determined by the board of directors of the Company (the “Board”) in its discretion, subject to the Board’s authority to abandon such amendments. The proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 5,738,525 | 3,478,810 | 0 | 0 | |||||||||
(ii) A proposal to approve an adjournment of the Special Meeting from time to time, to a later date or dates, if necessary or appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing proposal in the event the Company does not receive the requisite stockholder vote to approve such proposal or to establish a quorum. The proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 8,968,022 | 0 | 249,313 | 0 | |||||||||
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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.
| Date: October 10, 2024 | Signing Day Sports, Inc. | |
| /s/ Daniel Nelson | ||
| Name: | Daniel Nelson | |
| Title: | Chief Executive Officer | |
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