Item 5.07 Submission of Matters to a Vote of
Security Holders.
On July 23, 2020, the
Company held its 2020 Annual Meeting of Stockholders (the
“Annual
Meeting”). The
matters voted upon at the Annual Meeting and the results of the
voting are set forth below.
Proposal No. 1 - Election of Directors
|
|
|
For
|
|
Withheld
|
|
Ann Hand
|
|
6,189,968
|
|
218,918
|
|
David Steigelfest
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|
6,189,273
|
|
219,613
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Jeff Gehl
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6,213,614
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105,272
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Kristin Patrick
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6,211,523
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197,363
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Michael Keller
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6,210,768
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|
198,118
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Mark Jung
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6,157,166
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251,720
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The Company’s Directors are elected by a
plurality of the votes cast. Stockholders elected Ann Hand,
David Steigelfest, Jeff Gehl, Kristin
Patrick, Michael Keller and Mark Jung to serve on the Board of
Directors until the end of their respective terms, as modified by
the Classified Board Amendment (defined
below).
Proposal No. 2: Amendment to Our Amended and Restated
Certificate of Incorporation to Classify our Board of Directors
(the “Classified Board Amendment”).
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For
|
|
Against
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Abstain
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6,187,286
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216,207
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5,393
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The vote required to approve this proposal was the affirmative vote
of at least 5,213,880 shares, which represents a majority of the
shares of the Company’s common stock, par value $0.001 per
share, outstanding on May 27, 2020, the record date for the Annual
Meeting. Accordingly, stockholders approved the Classified Board
Amendment to classify our Board of Directors into three classes
with staggered three-year terms.
Following the
approval of the Classified Board Amendment by the Company’s
stockholders at the Annual Meeting, the Classified Board Amendment
was filed with the Delaware Secretary of State on July 24, 2020. A
copy of the Classified Board Amendment is attached to this Current
Report on Form 8-K as Exhibit 3.1, and is incorporated by reference
herein.
As a
result of the filing of the Classified Board Amendment with the
Delaware Secretary of State, members of the Company’s Board
of Directors will now be classified into three classes with staggered three-year terms
(with the exception of the expiration of the initial Class I and
Class II directors), as follows:
●
Class I , comprised of two directors, initially
Kristin Patrick and David Steigelfest (with their initial terms
expiring at our 2021 annual meeting of stockholders and members of
such class serving successive three-year terms
thereafter);
●
Class II , comprised of two directors, initially Jeff
Gehl and Michael Keller (with their initial terms expiring at our
2022 annual meeting of stockholders and members of such class
serving successive three-year terms thereafter);
and
●
Class III , comprised of two directors, initially Ann
Hand and Mark Jung (with their initial terms expiring at our 2023
annual meeting of stockholders and members of such class serving
successive three-year terms thereafter).
Proposal No. 3: Amendment to the 2014 Plan to Increase the Number
of Shares Authorized for Issuance.
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For
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Against
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Abstain
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6,149,468
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249,362
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|
10,056
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The vote required to approve this proposal
was the affirmative vote of a majority of the votes cast on the
proposal. Accordingly, stockholders approved the amendment to the
Super League Gaming, Inc. Amended and Restated 2014 Stock Option
and Incentive Plan
to increase
the number of shares of common stock available for issuance under
the 2014 Plan by 750,000
shares.
Proposal No. 4: Ratification of Appointment of
Auditors.
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For
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Against
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Abstain
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8,286,457
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|
4,014
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|
18,415
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The vote required to approve this proposal
was the affirmative vote of a majority of the votes cast on the
proposal. Accordingly, stockholders ratified the appointment of
Squar Milner LLP. as the Company’s independent auditors for
the fiscal year ending December 31, 2020.
For
more information about the foregoing proposals, please review the
Company’s definitive proxy statement, filed with the
Securities and Exchange Commission on June 15,
2020.