UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 Its Charter) |
| (State or Other Jurisdiction of Incorporation) |
| (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | ||
| ( | ||
| (Registrant’s Telephone Number, Including Area Code) | ||
| (Former Name or Former Address, if Changed Since Last Report) | ||
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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name
of each exchange on which registered | ||
| American LLC |
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 Vote of Security Holders |
Splash Beverage Group, Inc. (the “Company”) held a virtual special meeting of its shareholders on October 11, 2021 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved (i) the reincorporation of the Company in Nevada; (ii) the appointment of Daszkal Bolton LLP as the company’s independent registered accounting firm for the fiscal year ended December 31, 2021; and (iii) proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies.
As of the close of business on August 16, 2021, the record date for the Special Meeting, there were 30,522,827 of the Company’s common shares outstanding and entitled to vote. 17,400,275 of the Company’s common shares were represented at the Special Meeting by proxy or by attending the Special Meeting, representing approximately 57.01% of Company’s common shares outstanding as of the record date and entitled to vote at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. Virtual attendance at the Special Meeting constituted presence in person for purposes of satisfying the quorum and voting requirements. The following are the final voting results on the proposals.
| Proposal 1: | To approve the reincorporation of the Company in Nevada (the “Reincorporation”): |
| Votes For | Votes Against | Abstentions | ||||||||
| 17,323,640 | 20,606 | 56,209 | ||||||||
| Proposal 2: | To ratify and approve the appointment of Daszkal Bolton LLP as Company’s independent registered accounting firm for the fiscal year ended December 31, 2021: |
| Votes For | Votes Against | Abstentions | ||||||||
| 17,390,996 | 3,023 | 6,256 | ||||||||
| Proposal 3: | To approve a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies for approval of the proposal set forth in proposal number 1 or the other proposals:. |
| Votes For | Votes Against | Abstentions | ||||||||
| 17,282,044 | 56,053 | 62,178 | ||||||||
With respect to Proposal 3, although Proposal 3 would have received sufficient votes to be approved, no motion was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.
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.
Date: October 13, 2021
| SPLASH BEVERAGE GROUP, INC. | |
| /s/ Robert Nistico | |
| Robert Nistico Chief Executive Officer |