SpringBig Holdings 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 March 28, 2025, SpringBig Holdings, Inc. (the “Company”) held its second annual meeting of stockholders following the effectiveness of its Certificate of Incorporation (the “Annual Meeting”). There were 26,366,796 shares of common stock represented at the Annual Meeting by valid proxies or voted at the Annual Meeting, which was approximately 56.92% of the shares of common stock entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on February 10, 2025.
Proposal 1 - Election of Director
Marc Shiffman was elected to serve as a member of the Company’s board of directors (the “Board”) until the fifth annual meeting of stockholders following effectiveness of the Company’s Certificate of Incorporation and until his successor is duly elected or qualified, by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Marc Shiffman | 15,916,865 | 580,182 | 9,869,749 |
Proposal 2 - Ratification of the Selection of Independent Registered Public Accounting Firm
The stockholders ratified the selection by the Audit Committee of the Board of Withum Smith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024, by the following votes:
| Votes For | Votes Against | Votes Abstain | ||
| 26,321,455 | 45,008 | 333 |
There were no broker non-votes associated with this proposal.
Proposal 3 – Approval of the Reverse Split Proposal
The stockholders approved the adoption of an amendment to the Company’s Certificate of Incorporation, to be filed not later than March 27, 2026, to effect a reverse stock split of the common stock at a ratio in the range of 5-for-1 to 100-for-1, with such ratio to be determined in the discretion of the Board and publicly disclosed prior to the effectiveness of the reverse stock split by the following votes:
| Votes For | Votes Against | Votes Abstain | ||
| 26,042,740 | 324,056 | 0 |
There were no broker non-votes associated with this proposal.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPRINGBIG HOLDINGS, INC. | |||
| April 3, 2025 | By: | /s/ Paul Sykes | |
| Name: | Paul Sykes | ||
| Title: | Chief Financial Officer | ||
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