UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
| ||||
| The
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On March 7, 2023, SurgePays, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). The total shares of capital stock outstanding and entitled to vote as of Annual Meeting’s record date, January 9, 2023 (the “Record Date”) were 13,831,028 shares of common stock. Approximately 72.74% of the shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy thereby constituting a quorum.
The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions, as to such matters, where applicable, are set forth in the tables below. With respect to the election of Kevin Brian Cox, David N. Keys, David May, Laurie Weisberg and Richard Schurfeld as directors to each serve a term on the Board of Directors of the Company (the “Board”) expiring at the 2023 annual meeting of stockholders and until each of their successors is elected and qualified, each nominee received the number of votes set forth opposite his or her name.
| Number of Votes | ||||||||||||||||||||
| Total Votes For | Percent of Votes For | Votes Withheld | Percent of Votes Withheld | Broker Non-Votes | ||||||||||||||||
| Election of Kevin Brian Cox | 7,056,768 | 96.96 | % | 221,116 | 3.04 | % | 2,784,132 | |||||||||||||
| Election of David N. Keys | 6,938,987 | 95.34 | % | 338,897 | 4.66 | % | 2,784,132 | |||||||||||||
| Election of David May | 7,063,353 | 97.05 | % | 214,531 | 2.95 | % | 2,784,132 | |||||||||||||
| Election of Laurie Weisberg | 7,068,542 | 97.12 | % | 209,342 | 2.88 | % | 2,784,132 | |||||||||||||
| Election of Richard Schurfeld | 7,067,756 | 97.11 | % | 210,128 | 2.89 | % | 2,784,132 | |||||||||||||
| Total Votes For | Percent of Votes Cast | Votes Against | Abstention/Withheld | Broker Non-Votes | ||||||||||||||||
| Ratification of the selection of Rodefer Moss & Co., PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 | 9,849,195 | 99.78 | % | 21,476 | 191,345 | - | ||||||||||||||
| Approval of the 2022 Omnibus Securities and Incentive Plan | 6,712,971 | 94.85 | % | 364,467 | 200,446 | 2,784,132 | ||||||||||||||
| Non-binding advisory vote to approve compensation of the Company’s named executive officers | 6,852,594 | 97.24 | % | 193,930 | 231,360 | 2,784,132 | ||||||||||||||
| 1 Year | 2 Years | 3 Years | Abstention | |||||||||||||
| Non-binding advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers | 727,910 | 136,255 | 6,071,940 | 341,779 | ||||||||||||
On the basis of the above votes, (i) Kevin Brian Cox, David N. Keys, David May, Laurie Weisberg and Richard Schurfeld were elected as members of the Board; (ii) the ratification of the selection of Rodefer Moss & Co., PLLC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was adopted; and (iii) the 2022 Omnibus Securities and Incentive Plan was approved.
On the basis of the above votes, stockholders also voted a sufficient number of non-binding advisory votes to (i) approve the Company’s executive compensation and (ii) vote on the compensation of the Company’s Named Executive Officers every three (3) years.
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.
| SURGEPAYS, INC. | ||
| Date: March 13, 2023 | By: | /s/ Anthony Evers |
| Name: | Anthony Evers | |
| Title: | Chief Financial Officer | |