Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
A copy of the amended Articles is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Articles contained herein is qualified in its entirety by reference to the full text of the Articles attached hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
On
1. Re-Election of Directors
Shareholders have approved the re-election of Messrs.
For Against Abstain Broker Non-Votes Robert Phythian 5,316,505 250,293 50,952 2,711,652 Christopher Nicholas 4,053,198 238,084 1,316,468 2,711,652 Joseph Housman 5,146,571 237,660 233,519 2,711,652 Paul Abdo 5,326,743 228,969 62,038 2,711,652 Thomas Doering 5,327,168 228,544 62,038 2,711,652
2. Approval and Ratification of Independent Auditor
Shareholders have approved and ratified the appointment of
Broker For Against Abstain Non-Votes 8,094,653 211,469 23,280 -
3. Approval of Issuance of Ordinary Shares
Shareholders have approved the issuance of ordinary shares, nominal value
(* Denotes nominal value and number of Ordinary Shares after giving effect to
the one-for-ten reverse stock split completed on
Broker For Against Abstain Non-Votes 5,303,719 259,514 54,517 2,711,652
4. Approval to Amend the Second Amended and Restated Articles of Association
Shareholders have approved the amendment to the Articles to increase the quorum necessary for the transaction of business at a meeting of shareholders from the presence of two or more shareholders holding in the aggregate more than 25% of the total voting power attached to the Company's Ordinary Shares represented in person or by proxy at a meeting to at least 33 1/3% of the issued and outstanding Ordinary Shares.
Broker For Against Abstain Non-Votes 5,451,538 146,700 19,512 2,711,652
5. Non-Binding Advisory Vote to Approve Executive Compensation ("Say on Pay")
Shareholders have approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers.
Broker For Against Abstain Non-Votes 5,351,402 252,933 13,415 2,711,652
6. Non-Binding Advisory Vote to Determine Frequency of the Non-Binding Advisory Vote on Say on Pay
Shareholders have voted, on a non-binding advisory basis, for the frequency of including a non-binding advisory vote on executive compensation to be one year.
One Year Two Years Three Years Abstain 5,491,826 29,581 53,378 42,965
Due to the fact that a majority of the shareholders expressing a preference on
Proposal 6 voted in favor of holding the non-binding advisory vote every year,
and that was the recommendation of the Board, on
In addition, the Board currently intends to seek a new shareholder advisory vote on the frequency of future shareholder advisory votes in one year or at the 2024 Annual General Meeting of Shareholders.
Item 7.01 Regulation FD Disclosures.
On
The information contained in this Item 7.01 and the accompanying exhibit is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Item 7.01 and the accompanying exhibit shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith:
Exhibit Title of Document Number 3.1 Second Amended and Restated Articles ofAssociation of SharpLink Gaming Ltd. 99.1 Press Release: SharpLink Gaming Announces Results of 2023 Annual General Meeting of Shareholders, datedMay 26, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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