Sphere 3D Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 29, 2025, Sphere 3D Corp. (the "Company") held an Annual and Special Meeting of Shareholders ("Meeting"). Of the 26,178,282 shares of the Company's common shares outstanding as of the record date, 11,102,646 shares or approximately 42%, were represented at the Meeting, constituting a quorum present at the Meeting. The shareholders considered four proposals at the Meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2025. The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
1. Election of Directors
On a vote taken regarding the election of directors, it was declared that the shareholders approved a resolution to elect the following nominees as directors of Sphere 3D Corp. for the ensuing year or until their successors are duly elected or appointed. Voting results are as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | Abstentions |
| Timothy Hanley | 4,270,895 | 320,315 | 6,511,436 | 15,075,636 |
| Susan Harnett | 4,267,901 | 323,309 | 6,511,436 | 15,075,636 |
| Duncan J. McEwan | 4,269,362 | 321,848 | 6,511,436 | 15,075,636 |
2. Ratification of the Selection of Auditors
On a vote taken regarding the ratification of the selection of auditors, it was declared that the shareholders approved a resolution to appoint MaloneBailey LLP as auditors of Sphere 3D Corp. Voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes | Abstentions |
| 10,525,847 | 576,799 | 0 | 15,075,636 |
3. Approval of the 2025 Stock Plan
On a vote taken regarding approval of the 2025 Performance Incentive Plan, it was declared that the shareholders approved a resolution to approve the 2025 Performance Incentive Plan. Voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes | Abstentions |
| 3,927,252 | 663,958 | 6,511,436 | 15,075,636 |
4. Approval of Share Consolidation
On a vote taken regarding a consolidation of the common shares of the Company, it was declared that the shareholders approved a special resolution to amend the Articles of the Company to potentially consolidate the Company's common shares. Voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes | Abstentions |
| 9,561,078 | 1,541,568 | 0 | 15,075,636 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibit is deemed to have been furnished to, but not filed with, the Securities and Exchange Commission.
| Exhibit Number | Description |
| 99.1 | SEDAR filing submitted June 2, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 2, 2025
| SPHERE 3D CORP. | ||
| By: | /s/ Kurt Kalbfleisch | |
| Kurt Kalbfleisch | ||
| Interim Chief Executive Officer and CFO | ||