Steel Connect 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 July 29, 2024, Steel Connect, Inc., a Delaware corporation (the “Company”), convened its virtual annual meeting of stockholders of the Company (the “Annual Meeting”) at 12:00 p.m., Eastern Time.
At the close of business on June 5, 2024, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 6,304,750 outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) entitled to one vote per share. In addition, as of the record date, there were 35,000 shares of Series C preferred stock (the “Series C Preferred Stock”) and 3,500,000 shares of Series E preferred stock (the “Series E Preferred Stock”) outstanding, convertible into 1,913,265 and 19,809,785 shares of Common Stock, respectively, and the holders thereof were entitled to vote the Series C Preferred Stock and Series E Preferred Stock, as applicable, on each matter brought before the Annual Meeting on an as-converted basis together with the holders of the Common Stock (i.e., the 35,000 shares of Series C Preferred Stock and 3,500,000 shares of Series E Preferred Stock had the same voting power as 1,913,265 and 19,809,785 shares of Common Stock, respectively). In aggregate, as of the record date, there were 28,027,800 voting interests of shares of Common Stock constituting all of the outstanding voting securities of the Company.
The total number of shares of Common Stock (including those entitled to vote on an as-converted basis) that voted in person or by proxy at the Annual Meeting was 25,658,285, representing approximately 91.5% of the 28,027,800 shares of capital stock outstanding and entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.
The results of the stockholder vote on each proposal brought before the Annual Meeting were as follows:
Proposal No. 1-Election of Directors. Stockholders elected each of the following directors to serve in Class III until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified.
| Nominee | For | Withheld | Broker Non-Votes | |||
| Jeffrey J. Fenton | 24,317,681 | 497,973 | 842,631 | |||
| Jeffrey S. Wald | 24,306,634 | 509,020 | 842,631 | |||
| Renata Simril | 24,326,366 | 489,288 | 842,631 |
Proposal No. 2-Advisory Vote to Approve Executive Compensation. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||
| 24,560,694 | 112,803 | 142,157 | 842,631 |
Proposal No. 3-Advisory Vote to Approve the Frequency of the Vote on Executive Compensation. Stockholders approved, on an advisory basis, the frequency of one year for future advisory votes on the compensation of the Company’s named executive officers.
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 24,646,322 | 3,006 | 6,736 | 159,590 | 842,631 |
Proposal No. 4-Ratification of Independent Registered Public Accounting Firm. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year.
| For | Against | Abstain | ||
| 25,650,331 | 3,052 | 4,902 |
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SIGNATURE
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: July 29, 2024 | Steel Connect, Inc. |
| By: | /s/ Ryan O’Herrin | |
| Name: | Ryan O’Herrin | |
| Title: | Chief Financial Officer |
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