Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 5, 2022, Remark Holdings, Inc. (“we”, “us” or “our”) held its annual meeting of stockholders (the “2022 Annual Meeting”). We submitted the following matters to a vote of our stockholders at our 2022 Annual Meeting:
•the election of five directors to serve until our 2023 annual meeting of stockholders and until their successors are duly elected and qualified;
•the ratification the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2022;
•a non-binding, advisory resolution to approve the compensation of our named executive officers (the “Say-on-Pay Resolution”); and
•the adoption and approval of our 2022 Incentive Plan.
As of April 25, 2022, the record date of the 2022 Annual Meeting, 105,157,769 shares of our common stock were outstanding and eligible to vote.
Our stockholders, by the requisite vote, approved the election of each director nominee, the ratification of the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm for the 2022 fiscal year, the Say-on-Pay Resolution and our 2022 Incentive Plan. The tables below present the number of votes for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each such nominee for director, as applicable.
| | | | | | | | | | | | | | | | | | | | |
| | For | | Withheld | | Broker Non-Votes |
Director nominees | | | | | | |
Theodore P. Botts | | 23,092,823 | | | 2,347,665 | | | 31,244,634 | |
Brett Ratner | | 24,220,803 | | | 1,219,685 | | | 31,244,634 | |
Daniel Stein | | 23,172,049 | | | 2,268,439 | | | 31,244,634 | |
Kai-Shing Tao | | 24,200,632 | | | 1,239,856 | | | 31,244,634 | |
Elizabeth Xu | | 23,147,774 | | | 2,292,714 | | | 31,244,634 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
Ratification of the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2022 | 54,327,261 | | | 1,996,462 | | | 361,399 | | | N/A |
Approval of Say-on-Pay Resolution | 22,784,191 | | | 2,421,585 | | | 234,712 | | | 31,244,634 | |
Adoption and approval of 2022 Incentive Plan | 21,805,805 | | | 3,420,061 | | | 214,622 | | | 31,244,634 | |