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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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.
On May 29, 2025, Sphere 3D Corp. (the "Company") held an Annual and Special Meeting of Shareholders ("Meeting"). Of the 26,178,282 shares of the Company's common shares outstanding as of the record date, 11,102,646 shares or approximately 42%, were represented at the Meeting, constituting a quorum present at the Meeting. The shareholders considered four proposals at the Meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2025. The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
1. Election of Directors
On a vote taken regarding the election of directors, it was declared that the shareholders approved a resolution to elect the following nominees as directors of Sphere 3D Corp. for the ensuing year or until their successors are duly elected or appointed. Voting results are as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | Abstentions |
| Timothy Hanley | 4,270,895 | 320,315 | 6,511,436 | 15,075,636 |
| Susan Harnett | 4,267,901 | 323,309 | 6,511,436 | 15,075,636 |
| Duncan J. McEwan | 4,269,362 | 321,848 | 6,511,436 | 15,075,636 |
2. Ratification of the Selection of Auditors
On a vote taken regarding the ratification of the selection of auditors, it was declared that the shareholders approved a resolution to appoint MaloneBailey LLP as auditors of Sphere 3D Corp. Voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes | Abstentions |
| 10,525,847 | 576,799 | 0 | 15,075,636 |
3. Approval of the 2025 Stock Plan
On a vote taken regarding approval of the 2025 Performance Incentive Plan, it was declared that the shareholders approved a resolution to approve the 2025 Performance Incentive Plan. Voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes | Abstentions |
| 3,927,252 | 663,958 | 6,511,436 | 15,075,636 |
4. Approval of Share Consolidation
On a vote taken regarding a consolidation of the common shares of the Company, it was declared that the shareholders approved a special resolution to amend the Articles of the Company to potentially consolidate the Company's common shares. Voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes | Abstentions |
| 9,561,078 | 1,541,568 | 0 | 15,075,636 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibit is deemed to have been furnished to, but not filed with, the Securities and Exchange Commission.
| Exhibit Number | Description |
| 99.1 | SEDAR filing submitted June 2, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 2, 2025
| SPHERE 3D CORP. | ||
| By: | /s/ Kurt Kalbfleisch | |
| Kurt Kalbfleisch | ||
| Interim Chief Executive Officer and CFO | ||
Exhibit 99.1
June 2, 2025
To: British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission
RE: SPHERE 3D CORP. - ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS HELD ON MAY 29, 2025 VOTING RESULTS
This report on the voting results of our Annual and Special Meeting of Shareholders held on May 29, 2025 is made in accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations. Each of the matters set out below is described in greater detail in the Notice of Meeting and Proxy Statement dated as of April 17, 2025.
1. Election of Directors
On a vote taken regarding the election of directors, it was declared that the shareholders elected the following nominees as directors of Sphere 3D Corp. for the ensuing year or until their successors are duly elected or appointed. Voting results are as follows:
| Nominees | Votes For | % For | Votes Withheld | % Withheld |
| Timothy Hanley | 4,270,895 | 93.02 | 320,315 | 6.98 |
| Susan Harnett | 4,267,901 | 92.96 | 323,309 | 7.04 |
| Duncan J. McEwan | 4,269,362 | 92.99 | 321,848 | 7.01 |
2. Ratification of Auditors
On a vote taken regarding the auditors, it was declared that the shareholders approved the ratification of the selection of MaloneBailey LLP as auditors of Sphere 3D Corp. Voting results are as follows:
| Votes For | % For | Votes Withheld | % Withheld |
| 10,525,847 | 94.80 | 576,799 | 5.20 |
3. Approval of the 2025 Performance Incentive Plan
On a vote taken regarding the 2025 Performance Incentive Plan, it was declared that the shareholders approved the 2025 Performance Incentive Plan. Voting results are as follows:
| Votes For | % For | Votes Withheld | % Withheld |
| 3,927,252 | 85.54 | 663,958 | 14.46 |
4. Approval of Share Consolidation
On a vote taken regarding a consolidation of the common shares of the Company, it was declared that the shareholders approved a special resolution to amend the Articles of the Company to potentially consolidate the Company's common shares. Voting results are as follows:
| Votes For | % For | Votes Withheld | % Withheld |
| 9,561,078 | 86.12 | 1,541,568 | 13.88 |
No other matters were voted upon.
Yours very truly,
SPHERE 3D CORP.
/s/ Jason Meretsky
____________________________
Jason Meretsky
Secretary of the Meeting
Document and Entity Information Document |
May 29, 2025 |
|---|---|
| Document Information [Line Items] | |
| Document Type | 8-K |
| Document Creation Date | May 29, 2025 |
| Document Period End Date | May 29, 2025 |
| Amendment Flag | false |
| Entity Registrant Name | Sphere 3D Corp. |
| Entity Address, Address Line One | 243 Tresser Blvd, 17th Floor |
| Entity Address, City or Town | Stamford |
| Entity Address, State or Province | CT |
| Entity Address, Country | US |
| Entity Address, Postal Zip Code | 06901 |
| Entity Incorporation, State Country Name | A6 |
| City Area Code | 647 |
| Local Phone Number | 952 5049 |
| Entity File Number | 001-36532 |
| Entity Central Index Key | 0001591956 |
| Entity Emerging Growth Company | false |
| Entity Tax Identification Number | 98-1220792 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Shares |
| Trading Symbol | ANY |
| Security Exchange Name | NASDAQ |