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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 3, 2020, the stockholders of Hall of Fame Resort & Entertainment Company (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) at the Company’s 2020 Special Meeting of Stockholders (“Special Meeting”) to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 300,000,000 (the “Authorized Shares Amendment”).
On November 4, 2020, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) that reflects the Authorized Shares Amendment, which became effective immediately.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 and incorporated by reference in this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 3, 2020 at the Special Meeting, the Company’s stockholders approved the proposal passing the Authorized Shares Amendment. The final voting results for the Authorized Shares Amendment were as follows:
| Votes Cast For | Votes Cast Against | Abstentions/Votes Withheld | ||
| 27,039,169 | 681,820 | 1,011,441 |
Item 8.01 Other Events.
On November 4, 2020, the Company issued a press release announcing that it named Scott Langerman as Executive Vice President of Media Business Development and Olivia Steier as Executive Vice President of Content Development/Distribution. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Hall of Fame Resort & Entertainment Company | |
| 99.1 | Press Release dated November 4, 2020 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| HALL OF FAME RESORT & ENTERTAINMENT COMPANY | ||
| By: | /s/ Michael Crawford | |
| Name: Michael Crawford | ||
| Title: President and Chief Executive Officer | ||
| Dated: November 6, 2020 | ||
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