UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 29, 2023, Zalatoris Acquisition Corp., a Delaware corporation (the “Company”), held a virtual annual meeting (the “Annual Meeting”) of the Company’s shareholders pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed on December 7, 2023, as amended (the “Proxy Statement”).
At the Annual Meeting, pursuant to the proposal regarding the election of directors (the “Election of Directors Proposal”), the Shareholders elected the five persons named in the Proxy Statement and whose names are included here as Exhibit 99, as directors of the Company for a three-year term expiring in 2026 or until their successor has been duly elected and qualified or until their earlier resignation, removal or death.
Item 4.01. Changes in Registrant’s Certifying Accountant.
Ratification of Appointment of Auditor.
At the Annual Meeting, pursuant to the proposal regarding the ratification of the appointment of an auditor (“Ratification of Auditor Proposal”), the Shareholders voted to ratify the appointment of Marcum LLP as the company’s independent registered public accounting firm for the year ending December 31, 2023.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On the record date of November 1, 2023, the Company had 6,358,118 shares of Zalatoris Class A Common Stock and 4,312,500 shares of Zalatoris Class B Common Stock outstanding entitled to vote at the Annual Meeting. At the Annual Meeting, the Shareholders voted on two of the three proposals presented, as described in the Proxy Statement as amended, and cast their votes as described below:
Proposal 1 – Election of Directors Proposal
The shareholders approved the Election of Directors Proposal. The following is a tabulation of the voting results.
Common Stock:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 6,139,864 | 2 | 0 | 0 |
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Proposal 2 – Ratification of Auditor Proposal
The shareholders approved the Ratification of Auditor Proposal. The following is a tabulation of the voting results.
Common Stock:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 6,139,864 | 2 | 0 | 0 |
Proposal 3 – Adjournment Proposal
Common Stock:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 6,139,864 | 2 | 0 | 0 |
The third proposal to adjourn the Annual Meeting (the “Adjournment Proposal”), was not presented at the Annual Meeting because the Election of Directors Proposal, and the Ratification of Auditor Proposal received sufficient favorable votes to be adopted.
Item 9.01. Exhibits.
| Exhibit Number | Description of Exhibit | |
| 99 | List of Directors | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZALATORIS ACQUISITION CORP. | ||
| Date: January 5, 2024 | By: | /s/ Paul Davis |
| Name: Paul Davis | ||
| Title: Chief Executive Officer | ||
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Exhibit 99
Directors
| Name | Age | Position and Class | ||
| Paul Davis | 42 | Chief Executive Officer and Director | ||
| Pantelis Dimitriou | 38 | Chief Financial Officer and Director | ||
| Niall Ennis | 54 | Director | ||
| Adeel Rouf | 32 | Director | ||
| Stephanos Papadopoulos | 53 | Director |