UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter) |
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(State or Other Jurisdiction of Incorporation) |
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(Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
(a) | Kingfish Holding Corporation, a Delaware corporation (the “Company,” “Kingfish,” “we,” or "our") held its Annual Meeting of Stockholders on March 15, 2024 (“2024 Annual Meeting”). At the meeting, the matters set forth below were submitted for a vote of security holders. |
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(b) | As of the close of business on February 13, 2024, which was the record date for the 2024 Annual Meeting, 123,425,281 shares of Kingfish common stock, par value $0.0001 per share (“Common Stock”), were outstanding and entitled to vote. |
Set forth below are the proposals voted upon at the 2024 Annual Meeting, and the final vote tabulation that certified the voting results as received from the Inspector of Election. Based on the results, at least 85,446,710 shares of Common Stock were voted in person or by proxy at the 2024 Annual Meeting, representing 69.23% percent of the shares entitled to be voted. Percentages are based on the total votes cast. Under the corporate law of Delaware, where we are incorporated, abstentions are not counted as votes cast.
The final voting results for the proposals presented at the 2024 Annual Meeting were as follows:
Proposal 1 – Election of Directors
Nominees |
| Votes For |
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| % For |
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| Votes Against |
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| % Against |
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| Abstentions |
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Ted Sparling |
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| 85,446,710 |
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| 100 |
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| 0 |
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| 0 |
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| 0 |
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James K. Toomey |
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| 85,446,710 |
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| 100 |
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| 0 |
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| 0 |
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| 0 |
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James LaManna |
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| 85,446,710 |
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| 100 |
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| 0 |
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| 0 |
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| 0 |
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Proposal 2 – Vote to Approve Agreement and Plan of Merger with Renovo Resource Solutions, Inc.
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| Number of Votes |
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| % of Votes Cast |
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| % of Outstanding Shares |
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Votes Cast For Approval: |
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| 85,446,710 |
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| 100 |
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| 69.23 |
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Votes Cast Against Approval: |
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| 0 |
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| 0 |
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| 0 |
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Abstentions: |
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| 0 |
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| 0 |
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| 0 |
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Proposal 3 – Vote to Approve Amended and Restated Certificate of Incorporation for Reverse Stock Split, Change to Authorized Capital Stock, and Adoption of Officers Indemnification Provisions
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| Number of Votes |
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| % of Votes Cast |
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| % of Outstanding Shares |
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Votes Cast For Approval: |
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| 85,446,710 |
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| 100 |
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| 69.23 |
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Votes Cast Against Approval: |
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| 0 |
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| 0 |
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| 0 |
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Abstentions: |
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| 0 |
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| 0 |
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| 0 |
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Proposal 4 – Ratification of Independent Auditors
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| Number of Votes |
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| % of Votes Cast |
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| % of Outstanding Shares |
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Votes Cast For Approval: |
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| 85,446,710 |
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| 100 |
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| 69.23 |
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Votes Cast Against Approval: |
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| 0 |
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| 0 |
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| 0 |
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Abstentions: |
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| 0 |
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| 0 |
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| 0 |
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The implementation and filing of the approved Amendment to Certificate of Incorporation is subject to the discretion of the Board of Directors of Kingfish. It is currently anticipated that filing Amendment to Certificate of Incorporation will occur prior to the consummation of the approved Agreement and Plan of Merger with Renovo Resource Solutions, Inc.
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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.
| KINGFISH HOLDING CORPORATION | |||
| Date: March 18, 2024 | By: | /s/ Ted Sparling | |
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| Ted Sparling President and Chief Executive Officer | |
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