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 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | 2023 Annual Meeting of Stockholders |
The Company held the 2023 Annual Meeting of Stockholders virtually via the internet on June 29, 2023, at 10:00 a.m., Eastern Time. As of the record date for the meeting, the Company had 29,637,516 shares of the Company’s common stock outstanding, of which 18,530,664 shares of the Company’s common stock were present in person or represented by proxy and entitled to vote, constituting a quorum.
As previously described in in the Company’s Proxy Statement, the holder of record of the one outstanding share of the Company’s Series X Preferred Stock was entitled to 50,000,000 votes, had the right to vote only on Proposal 3, and such votes were counted in the same proportion as the shares of common stock voted on Proposal 3. Holders of the Company’s common stock were entitled to one vote per share on each of the six proposals.
| (b) | Annual Meeting Voting Results |
The following is a brief description of the final voting results for each of the proposals submitted to a vote of the common stockholders at the Annual Meeting. The Company describes these matters in more detail in the 2023 Annual Meeting Proxy Statement.
Proposal No. 1: Election of Directors
| For | Withheld | |||
| William Hazelip | 11,410,213 | 960,564 | ||
| Thomas J. Marusak | 11,724,823 | 645,954 | ||
| Michael Toporek | 11,392,118 | 978,659 |
Proposal No. 2: Ratify UHY LLP as the Independent Registered Public Accountant
| Votes For | Votes Against | Votes Abstained | ||
| 17,886,277 | 410,853 | 233,534 |
Proposal No. 3: Approval to Effect a Reverse Stock Split of Common Stock
| Votes For | Votes Against | Votes Abstained | ||
| 61,877,432.00 | 5,723,302.00 | 919,930.00 |
Proposal No. 4: Approval to Amend and Restate 2023 Stock Incentive Plan
| Votes For | Votes Against | Votes Abstained | ||
| 9,687,886 | 2,263,207 | 419,684 |
Proposal No. 5: Approve, by Non Binding Advisory Vote, Executive Compensation
| Votes For | Votes Against | Votes Abstained | ||
| 10,746,978 | 1,077,920 | 545,879 |
Proposal No. 6: Frequency of Future Non-Binding Proposals on Exec. Compensation
| 3 Years | 2 Years | 1 Year | Abstain | |||||
| Total Shares Voted | 9,038,062 | 509,663 | 2,631,582 | 191,470 |
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.
Dated: July 5, 2023
| SOLUNA HOLDINGS, INC. | ||
| By: | /s/ David Michaels | |
| Name: | David Michaels | |
| Title: | Chief Financial Officer | |