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
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Lazydays Holdings, Inc. (the “Company”) held its annual meeting of stockholders on July 3, 2025 (the “Annual Meeting”). As described in the definitive proxy statement furnished to stockholders in connection with the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on June 23, 2025 (the “Proxy Statement”), the following matters were voted on by the Company’s stockholders at the Annual Meeting: (1) the election of Susan Scarola as a Class A director, to serve until the 2028 annual meeting of stockholders, or until her successor shall have been duly elected and qualified; (2) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (3) the approval, on an advisory basis, of the compensation of the Company’s named executive officers; (4) the approval of an amendment to the Company’s Amended and Restated 2018 Long-Term Incentive Plan, as amended (the “2018 Plan”), to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share (“common stock”), that may be issued under the 2018 Plan by 12,000,000 (before giving effect to any reverse stock split); and (5) the approval of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Company’s Board of Directors (the “Board”) in its discretion and publicly announced prior to the effectiveness of such reverse stock split, subject to the authority of the Board to abandon such amendment. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below. As of June 13, 2025, the record date for the Annual Meeting, there were 110,294,164 shares of common stock outstanding.
1. Susan Scarola was elected as a Class A director to serve until the 2028 annual meeting of stockholders, or until her or her successor shall have been duly elected and qualified, by the votes set forth below:
| Votes For | Against | Abstain | Broker Non- Votes | |||||||||||||
| Susan Scarola | 93,859,069 | 582,204 | 56,586 | — | ||||||||||||
2. The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified by the stockholders by the votes set forth below:
| For: | 94,033,712 | |||
| Against: | 413,627 | |||
| Abstain: | 50,520 |
3. The approval, on an advisory basis, of the compensation of the Company’s named executive officers was ratified by the stockholders by the votes set forth below:
| For: | 93,921,880 | |||
| Against: | 518,270 | |||
| Abstain: | 57,709 | |||
| Broker Non-Votes: | — |
4. The approval of an amendment to the 2018 Plan to increase the number of authorized shares of common stock that may be issued under the 2018 Plan by 12,000,000 (before giving effect to any reverse stock split) was ratified by the stockholders by the votes set forth below:
| For: | 93,658,759 | |||
| Against: | 819,248 | |||
| Abstain: | 19,852 | |||
| Broker Non-Votes: | — |
5. The approval of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Board in its discretion and publicly announced prior to the effectiveness of such reverse stock split, subject to the authority of the Board to abandon such amendment, was ratified by the stockholders by the votes set forth below:
| For: | 94,366,452 | |||
| Against: | 115,193 | |||
| Abstain: | 16,214 | |||
| Broker Non-Votes: | — |
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.
| LAZYDAYS HOLDINGS, INC. | ||
| July 3, 2025 | By: | /s/ Ronald K. Fleming |
| Date | Ronald K. Fleming | |
| Interim Chief Executive Officer | ||