UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2021 (August 23, 2021)
| 1847 GOEDEKER INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-39418 | 83-3713938 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| 3817 Millstone Parkway, St. Charles, MO | 63301 | |
| (Address of principal executive offices) | (Zip Code) |
| 888-768-1710 |
| (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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | GOED | NYSE American LLC | ||
| Warrants to Purchase Common Stock | GOED WS | NYSE 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.08 | Shareholder Director Nominations |
On August 23, 2021, the board of directors of 1847 Goedeker Inc. (the “Company”) established that the Company’s inaugural Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Wednesday, November 10, 2021. The exact time and place of the Annual Meeting, as well as the record date for determining stockholders entitled to receive notice of, and to vote at, the Annual Meeting, will be specified in the Company’s notice of annual meeting and related proxy statement for the Annual Meeting. The press release announcing the Annual Meeting is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Pursuant to the Company’s Bylaws, as amended (the “Bylaws”), and Rule 14a5(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is confirming the deadlines for stockholder proposals and nominations for the Annual Meeting by means of this report. In order to be included in the Company’s proxy statement relating to the Annual Meeting pursuant to Rule 14a-8, a stockholder proposal must be received at the Company’s principal executive offices no later than September 9, 2021 (which the Company has determined to be a reasonable period of time before it expects to begin to print and distribute its proxy materials prior to the Annual Meeting). Any such proposal must also meet the requirements set forth in the rules and regulations of the Exchange Act in order to be eligible for inclusion in the proxy materials for the Annual Meeting.
With respect to stockholder proposals to be presented at the Annual Meeting which are not intended to be included in the Company’s proxy statement relating to the Annual Meeting, pursuant to the Bylaws, a stockholder’s written notice of such proposal, in the form specified in the Bylaws, must be delivered to or mailed and received at the Company’s principal executive offices no later than September 9, 2021 (the tenth business day after a statement setting forth the date of the Annual Meeting was first disclosed to the public). Pursuant to Rule 14a-4(c)(1) promulgated under the Exchange Act, the Company’s management will have discretionary authority to vote on any matter of which the Company does not receive notice of by September 9, 2021 with respect to proxies submitted for the Annual Meeting. The notice must include all of the information required by the Company’s Bylaws and applicable securities laws.
Pursuant to the Bylaws, in order to nominate persons for election to the Board of Directors at the Annual Meeting, a stockholder must deliver notice of the intention to submit nominations at the Annual Meeting, in the form specified in the Bylaws, to the Secretary of the Company no later than September 9, 2021 (the tenth business day after a statement setting forth the date of the Annual Meeting was first disclosed to the public). The Company is not required to include in its proxy statement any director nominated by a stockholder through this process. Except as otherwise provided by law, the Chairman of the Annual Meeting shall have the power and duty to determine whether a nomination or any business proposal was made in accordance with the procedures set forth in the Bylaws.
The foregoing description of the advance notice provisions contained in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws. Stockholders are urged to read the complete text of such advance notice provisions.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release, dated August 25, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
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: August 27, 2021 | 1847 GOEDEKER INC. | |
| /s/ Douglas T. Moore | ||
| Name: | Douglas T. Moore | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
1847 Goedeker Sets Date for 2021 Annual Meeting of Stockholders
ST. CHARLES, Missouri, August 25, 2021 – 1847 Goedeker Inc. (NYSE American: GOED) (“Goedeker” or the “Company”), one of the largest specialty ecommerce players in the U.S. household appliances market, today announced that it has scheduled the Company’s inaugural Annual Meeting of Stockholders (the “Annual Meeting”) for Wednesday, November 10, 2021. Further information regarding the Annual Meeting will be set forth in the Company’s notice of the Annual Meeting, proxy statement and other proxy materials. Stockholders are not being asked to take action at this time.
About 1847 Goedeker Inc.
1847 Goedeker Inc. is an industry leading e-commerce destination for appliances, furniture, and home goods. Through its June 2021 acquisition of Appliances Connection, Goedeker created one of the largest pure-play online retailers of household appliances in the US. With warehouse fulfillment centers in the Northeast and Midwest, as well as showrooms in Brooklyn, New York, and St. Louis, Missouri, Goedeker offers one-stop shopping for national and global brands. We carry many household name-brands, including Bosch, Cafe, Frigidaire Pro, Whirlpool, LG, and Samsung, and also carry many major luxury appliance brands such as Miele, Thermador, La Cornue, Dacor, Ilve, Jenn-Air and Viking among others. We also sell furniture, fitness equipment, plumbing fixtures, televisions, outdoor appliances, and patio furniture, as well as commercial appliances for builder and business clients. Learn more at www.Goedekers.com.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Goedeker’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” of the reports that we file with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Goedeker undertakes no duty to update such information except as required under applicable law.
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Contacts:
Goedeker Investor Relations
ir@goedekers.com