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): January 4, 2022
Creatd, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-39500 | 87-0645394 | ||
|
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(IRS Employer
Identification No.) |
2050 Center Avenue, Suite 640
Fort Lee, NJ 07024
(Address of principal executive offices)
(201) 258-3770
(Registrant’s telephone number, including area code)
N/A
(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 $0.001 | CRTD | The Nasdaq Stock Market LLC | ||
| Common Stock Purchase Warrants | CRTDW | The Nasdaq Stock Market LLC |
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 December 29, 2021, Creatd, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The proposals below are described in detail in the Company’s Proxy Statement for the Annual Meeting dated October 22, 2021, which is incorporated by reference herein.
At the close of business on October 4, 2021, the record date of the Annual Meeting, the Company had 14,002,999 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 7,269,683 of the issued and outstanding shares of the Company’s common stock were represented in person or by proxy which constituted a majority of the issued and outstanding shares on the record date for the Annual Meeting.
The first proposal voted upon was the election of five directors for a one-year term ending at the annual meeting in 2022. The five persons nominated by the Company’s board of directors received the following votes and were elected:
| For | Against | Abstain |
Broker
Non-Votes |
|||||||||||||
| Jeremy Frommer | 3,654,391 | 0 | 406,916 | 3,208,376 | ||||||||||||
| Leonard Schiller | 3,530,470 | 0 | 530,837 | 3,208,376 | ||||||||||||
| Mark Standish | 3,442,692 | 0 | 618,794 | 3,208,197 | ||||||||||||
| Laurie Weisberg | 3,983,953 | 0 | 77,354 | 3,208,376 | ||||||||||||
| LaBrena Martin | 3,459,461 | 0 | 515,363 | 3,294,859 | ||||||||||||
The second proposal voted upon was the ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s Independent Registered Public Accountant for the fiscal year ending December 31, 2021. The proposal received the following votes and was approved:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 7,161,486 | 68,053 | 39,965 | 179 | |||||||||||
The third proposal was a vote to approve, on a non-binding advisory basis, the compensation of the Company’s Co-Chief Executive Officers, Chief Operating Officer and President, and Chief Financial Officer, as disclosed in the Proxy Statement. The proposal received the following votes and was approved:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 3,305,088 | 559,154 | 191,487 | 3,213,954 | |||||||||||
The fourth proposal was a vote to approve, on a non-binding advisory basis, the frequency in which the Company should conduct future advisory votes regarding the Company’s executive compensation. The proposal received the following votes:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||
| 3,069,662 | 452,653 | 337,540 | 190,102 | 3,219,726 | ||||||||||||||
A majority of the votes cast on the frequency proposal were cast in favor of holding an annual “say-on-pay” vote, which was also the frequency recommended to the shareholders by the Company’s Board of Directors.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| CREATD, INC. | ||
| Date: January 4, 2022 | By: | /s/ Jeremy Frommer |
| Name: | Jeremy Frommer | |
| Title: | Co-Chief Executive Officer | |
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