Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Waitr Holdings Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) on June 23, 2022.
(b) At the 2022 Annual Meeting, the Company’s stockholders were asked to consider and vote upon the following six proposals: (1) to elect two Class I directors to serve until the 2025 Annual Meeting of Stockholders of the Company; (2) to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of Company common stock at a ratio between one-for-four (1:4) and one-for-fifteen (1:15), without reducing the authorized number of shares of Company common stock, if and when determined by the Company’s board of directors (the “Board”) in its sole discretion (the “Reverse Split”); (3) to approve an amendment and restatement of the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder; (4) to approve, by advisory vote, the compensation of the Company’s named executive officers (the “say-on-pay”); (5) to ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and (6) to adjourn the 2022 Annual Meeting to a later date or dates, if the Company determines that additional time is necessary to solicit additional proxies for any proposal.
The following are the final voting results for proposals considered and voted upon at the 2022 Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement for the 2022 Annual Meeting, which was filed with the Securities and Exchange Commission on May 6, 2022 (“Proxy Statement”):
1.The two Class I directors that were up for election at the 2022 Annual Meeting were elected for a three-year term expiring at the Company’s 2025 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified or until their earlier resignation, death or removal. Votes regarding the election of these directors were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Charles Holzer | | 32,411,441 | | 29,027,486 | | 34,735,869 |
| Steven L. Scheinthal | | 38,197,136 | | 23,241,791 | | 34,735,869 |
2.Stockholders did not approve the proposed amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of Company common stock at a ratio between one-for-four (1:4) and one-for-fifteen (1:15), without reducing the authorized number of shares of Company common stock, if and when determined by the Company’s board of directors in its sole discretion. The voting results were as follows:
| | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions |
| 60,440,910 | | 35,495,747 | | 238,139 |
There were no broker non-votes with respect to this proposal.
3.Stockholders did not approve the proposed amendment and restatement of the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan to increase in the number of shares reserved for issuance thereunder. The voting results were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 22,331,530 | | 38,226,055 | | 881,342 | | 34,735,869 |
4.Stockholders did not approve, on an advisory basis, the say-on-pay or the compensation of the Company’s named executive officers. The voting results were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 22,480,099 | | 37,429,718 | | 1,529,110 | | 34,735,869 |
5.Moss Adams LLP was ratified as the Company’s independent public accounting firm for the fiscal year ending December 31, 2022. Voting results were as follows:
| | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions |
| 75,181,281 | | 18,719,484 | | 2,274,031 |
There were no broker non-votes with respect to this proposal.
6.Voting results for the adjournment proposal were as follows:
| | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions |
| 55,477,981 | | 39,371,433 | | 1,325,382 |
There were no broker non-votes with respect to this proposal.
Although approximately 63% of the votes cast on Proposal 2 were voted in favor of its approval, which constituted approximately 38% of the outstanding shares of common stock in favor, the Company did not have the requisite votes to approve the Reverse Split. The Company plans to continue to work on solutions to overcome the perceived impediment to implementing the Reverse Split, with the goal of maintaining the Company’s continued listing on the Nasdaq Capital Market, while addressing the concerns of our stockholders, as reflected in the voting at the 2022 Annual Meeting. The Company continues to believe that the Reverse Split, as well as continued listing on the Nasdaq Capital Market, is in the stockholders’ best interest.