Vinco Ventures Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03 Amendment to the Articles of Incorporation
On May 1, 2023, pursuant to shareholder approval received on April 27, 2023, Vinco Ventures, Inc. (the “Company”) increased its authorized shares of common stock to 750,000,000 and authorized shares of preferred stock to 5,000,000 through the filing of a certificate of change with the Secretary of State of the State of Nevada.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, held on April 27, 2023, the shareholders of the Company approved the proposals listed below. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s Proxy Statement.
| 1) | At the meeting, the vote on the election of five directors for an annual term to hold office until their successors have been duly elected and qualified was as follows: |
| FOR | WITHHELD | BROKER NON-VOTE | |||
| Roderick Vanderbilt | 153,019,962 | 77,472,037 | 47,747,969 | ||
| Brian Hart | 154,090,970 | 76,401,029 | 47,747,969 | ||
| Lisa King | 150,374,216 | 80,117,783 | 47,747,969 | ||
| Jesse Law | 158,174,489 | 72,317,510 | 47,747,969 | ||
| Richard Levychin | 158,044,457 | 72,447,542 | 47,747,969 |
| 2) | At the Meeting, the vote on a proposal regarding ratification of Marcum, LLP as the Company’s independent auditors for the year ending December 31, 2023, was as follows: |
| FOR | AGAINST | ABSTAIN | ||
| 206,279,096 | 64,535,930 | 7,424,942 |
| 3) | At the meeting, the vote on a proposal to approve an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of our common stock (the “Common Stock”) from 249,000,000 to 750,000,000, was as follows: |
| FOR | AGAINST | ABSTAIN | ||
| 166,887,497 | 108,539,196 | 2,813,275 |
| 4) | At the meeting, the vote on a proposal to approve an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of our preferred stock (the “Preferred Stock”) from 1,000,000 to 5,000,000, was as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 133,394,897 | 95,296,178 | 1,800,924 | 47,747,969 |
| 5) | At the meeting, the vote on a proposal to amend our articles to authorize the Board to effect a reverse stock split in a range of 1:2-1:20, was as follows: |
| FOR | AGAINST | ABSTAIN | ||
| 182,806,366 | 91,771,512 | 3,662,090 |
| 6) | At the meeting, the vote to approve issuance of common stock upon the conversion of Notes and Warrants and the Company’s Series A Preferred Stock, was as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 151,400,559 | 77,103,885 | 1,891,555 | 47,747,969 |
| 7) | At the meeting, the vote on the proposal to approve issuance of shares of common stock upon conversion of our Series B Preferred Stock, was as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 144,470,861 | 84,005,309 | 2,015,829 | 47,747,969 |
| 8) | At the meeting, the vote on the proposal to approve issuance of shares of common stock issuable under our proposed PIPE financing transaction, was as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 118,181,154 | 83,596,552 | 28,714,293 | 47,747,969 |
| 9) | At the meeting, the vote on a proposal to approve our acquisition of assets of A360 Media and potential resulting change in control, was as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 122,983,870 | 77,421,714 | 30,086,415 | 47,747,969 |
| 10) | At the meeting, the vote on a proposal regarding an advisory vote on “say on pay,” was as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 152,596,975 | 74,851,490 | 3,043,534 | 47,747,969 |
| 11) | At the meeting, the vote on a proposal regarding the frequency of nonbinding advisory vote on “say on pay,” was as follows: |
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTE | ||||
| 76,932,268 | 26,981,051 | 113,127,419 | 13,451,261 | 47,747,969 |
Item 9.01 Exhibits
| 99.1 | Certificate of Change |
| 104 | Cover Page Interactive Data File |
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 thereunto duly authorized.
Date: May 3, 2023
| VINCO VENTURES, INC. | ||
| By: | /s/ Chris Polimeni | |
| Name: | Chris Polimeni | |
| Title: | CFO | |