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 13, 2021

 

AULT GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-12711   94-1721931
(State or other jurisdiction of incorporation or organization)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141

(Address of principal executive offices) (Zip Code)

 

(949) 444-5464

(Registrant's telephone number, including area code)

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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, $0.001 par value   DPW   NYSE American

 

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 o

 

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. o

 

 

   
 

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

On August 13, 2021, Ault Global Holdings, Inc. (the “Company”) reconvened its previously adjourned 2021 Annual Meeting of Stockholders (the “Annual Meeting”) and the stockholders voted on the following proposals:

 

Proposal One: The election of eight director nominees named by the Company to hold office until the next annual meeting of stockholders.

 

    For     Against     Abstain     Broker
Non-Votes 		 
Milton C. Ault, III     6,217,312       1,505,503       312,346       17,025,186  
William B. Horne     6,192,147       1,501,915       341,099       17,025,186  
Henry C. Nisser     6,191,829       1,489,274       354,058       17,025,186  
Howard Ash     7,117,535       560,068       357,558       17,025,186  
Glen Tellock     7,109,763       567,372       358,026       17,025,186  
Jeffrey A. Bentz     6,063,459       1,608,755       362,947       17,025,186  
Robert Smith     6,130,284       1,552,808       352,069       17,025,186  
Mordechai Rosenberg     6,074,045       1,618,560       342,556       17,025,186  

 

Proposal Two: The ratification of Marcum LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

For   Against   Abstain   Broker Non-Votes  
23,648,904   938,788   472,655   0  

 

Proposal Three: Pursuant to Rule 713 of the NYSE American, approval of the issuance of up to an aggregate of 3,850,220 shares of the Company’s common stock upon the exercise of warrants issued or issuable to Esousa Holdings, LLC and two individuals, in connection with certain term promissory notes in an aggregate amount of up to $5,300,000, in order to comply with the listing rules of the NYSE American.

 

For   Against   Abstain   Broker Non-Votes  
6,311,027   1,439,835   284,299   17,025,186  

 

Proposal Four: Approval of the Ault Global Holdings, Inc. 2021 Stock Incentive Plan.

 

For   Against   Abstain   Broker Non-Votes  
5,211,424   2,503,158   320,579   17,025,186  

 

Proposal Five:  Approval of the Ault Global Holdings, Inc. 2021 Employee Stock Purchase Plan.

 

For   Against   Abstain   Broker Non-Votes  
5,641,722   2,056,851   336,588   17,025,186  

 

Proposal Six: Approval of the 2020 equity issuances to directors and executive officers of the Company, in order to comply with the listing rules of the NYSE American.

 

For   Against   Abstain   Broker Non-Votes  
5,385,492   2,337,292   312,377   17,025,186  

 

Proposal Seven: Approval of the 2021 equity issuances to directors and executive officers of the Company, in order to comply with the listing rules of the NYSE American.

 

For   Against   Abstain   Broker Non-Votes  
5,279,180   2,379,031   376,950   17,025,186  

 

ITEM 7.01 REGULATION FD DISCLOSURE

 

On August 13, 2021, the Company issued a press release announcing the results of the Meeting, which press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

 

   
 

 

In accordance with General Instruction B.2 of Form 8-K, the information under this item, Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

 

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 

 

(d) Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

 

Exhibit No.   Description
99.1   Press Release issued on August 13, 2021

 

   
 

 

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. 

 

  AULT GLOBAL HOLDINGS, INC.
   
   
Dated: August 13, 2021 /s/ Henry Nisser
 

Henry Nisser

President and General Counsel

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

Ault Global Holdings, Inc. Announces Results of Annual Meeting of Stockholders

 

Las Vegas, August 13, 2021 – Ault Global Holdings, Inc. (NYSE American: DPW) a diversified holding company (“AGH,” or the “Company”), announced the results of the Company’s 2021 Annual Meeting of Stockholders (the “Meeting”), which was held today, August 13, 2021, at 9:00 a.m. PT, and at which time the seven proposals voted upon, as set forth in the Company’s Definitive Proxy Statement dated June 7, 2021 (the “Proxy Statement”), were approved by the stockholders.

 

At the Meeting, the stockholders voted upon and approved the following proposals as described in the Proxy Statement:

 

· Election of the eight (8) director nominees named in the Proxy Statement to hold office until the next annual meeting of stockholders;

 

· Ratification of the appointment of Marcum LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021;

 

· Approval of, pursuant to Rule 713 of the NYSE American, the exercise of warrants issued to Esousa Holdings, LLC and two individuals, to purchase up to an aggregate of 3,850,220 shares of the Company’s common stock, issued in connection with certain term promissory notes in an aggregate amount of up to $5,300,000, in order to comply with the listing rules of the NYSE American;

 

· Approval of the Ault Global Holdings, Inc. 2021 Stock Incentive Plan;

 

· Approval of the Ault Global Holdings, Inc. 2021 Employee Stock Purchase Plan;

 

· Approval of the 2020 equity issuances to directors and executive officers of the Company, in order to comply with the listing rules of the NYSE American; and

 

· Approval of the 2021 equity issuances to directors and executive officers of the Company, in order to comply with the listing rules of the NYSE American.

 

There were no other transactions of other business brought before the Meeting or any further adjournments or postponements thereof.

 

About Ault Global Holdings, Inc.

Ault Global Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Global Holdings’ headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.AultGlobal.com.

 

Additional Information and Where to Find It

The Company filed a definitive proxy statement on Schedule 14A and associated proxy card (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) on June 7, 2021. The Company, its directors, its executive officers and certain other individuals set forth in the definitive proxy statement were deemed participants in the solicitation of proxies from stockholders in respect of the Annual Meeting. Information regarding the names of the Company’s directors and executive officers and certain other individuals and their respective interests in the Company by security holdings or otherwise is set forth in the Proxy Statement. The Proxy Statement and a form of proxy were mailed to stockholders of the Company. Investors and stockholders can obtain a copy of the documents filed by the Company with the SEC, including the Proxy Statement, free of charge by visiting the SEC’s website, www.sec.gov.

 

     
 

 

 

 

Forward-Looking Statements

This press release contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the SEC including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at www.Aultglobal.com.

 

Contacts:

IR@AultGlobal.com or 1-888-753-2235