UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 2, 2024, Digital Brands Group, Inc., a Delaware corporation (the “Company”) held the Company’s virtual 2024 annual meeting of stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were: (i) the election of directors, (ii) the approval of an amendment to the amended and restated certificate of incorporation (the “Certificate of Incorporation”) to effectuate a reverse stock split of the Company’s Common Stock, at a ratio of no less than 1-for-10 and no more than 1-for-50 (the “Reverse Stock Split”), with such ratio to be determined at the sole discretion of the Board of Directors of the Company (the “Board”), (iii) the ratification of the appointment of the Company’s independent registered public accounting firm, and (iv) the adjournment of the Annual Meeting from time to time to a later date or dates, if necessary and appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor one or more of the foregoing proposals, in the event the Company does not receive the requisite stockholder vote to approve such proposal(s) or establish a quorum.
The voting results for each item of business voted upon at the Annual Meeting were as follows:
| 1. | The votes cast with respect to the proposal to elect John Hilburn Davis IV, Mark T. Lynn, Trevor Pettennude, Jameeka Green Aaron, and Huong “Lucy” Doan as directors of the Company to hold office until the next annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal were as follows: |
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||
| John Hilburn Davis IV | 774,072 | 410,239 | 98,472 | 2,021,712 | ||||
| Mark T. Lynn | 849,972 | 334,339 | 98,472 | 2,021,712 | ||||
| Trevor Pettennude | 833,068 | 350,979 | 98,736 | 2,021,712 | ||||
| Jameeka Green Aaron | 832,244 | 350,803 | 99,736 | 2,021,712 | ||||
| Huong “Lucy” Doana | 832,022 | 350,749 | 100,012 | 2,021,712 |
The stockholders elected each nominee as a director of the Company.
| 2. | The votes cast with respect to the proposal to approve the amendment of the Company’s Certificate of Incorporation, as amended, to effectuate a reverse stock split of the Company’s outstanding shares of common stock, at a ratio of no less than 1-for-10 and no more than 1-for-50, with such ratio to be determined at the sole discretion of the Board, were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 1,859,886 | 1,082,886 | 361,723 | - |
The stockholders approved the proposal to approve the Reverse Stock Split.
| 3. | The votes cast with respect to the proposal to ratify the appointment of Macias Gini & O’Connell LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024, were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 2,463,264 | 411,706 | 429,525 | - |
The stockholders approved the proposal to ratify the appointment of Macias Gini & O’Connell LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| 4. | The votes cast with respect to the proposal to approve the adjournment of the Annual Meeting from time to time to a later date or dates, if necessary and appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor one or more of the foregoing proposals, in the event the Company does not receive the requisite stockholder vote to approve such proposal(s) or establish a quorum, were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 1,968,402 | 1,054,171 | 281,922 | - |
The stockholders approved the proposal to approve the adjournment of the Annual Meeting from time to time to a later date or dates, if necessary and appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor one or more of the foregoing proposals, in the event the Company does not receive the requisite stockholder vote to approve such proposal(s) or establish a quorum.
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 hereunto duly authorized.
| DIGITAL BRANDS GROUP, INC. | ||
| Dated: December 3, 2024 | By: | /s/ John Hilburn Davis IV |
| Name: | John Hilburn Davis IV | |
| Title: | President and Chief Executive Officer | |