The 2023 Annual Meeting of Stockholders of Sunworks, Inc. (the “Company”) was held on September 22, 2023 (the “Annual Meeting”). As of August 18, 2023, the record date for the Annual Meeting (the “Record Date”), the Company had 44,296,711 shares of common stock outstanding. At the Annual Meeting, 17,528,901 shares of common stock were present virtually or represented by proxy. Each share of common stock outstanding on the Record Date was entitled to one vote on each proposal presented at the Annual Meeting.
Following is a brief description of, and the final results of the voting on, each of the proposals voted upon at the Annual Meeting. The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on August 28, 2023.
Proposal 1 – Election of Directors
The first proposal voted upon at the Annual Meeting was the election of four directors to serve until the 2024 annual meeting of stockholders or until their respective successors have been duly elected and qualified.
At the Annual Meeting, the directors were elected by the following votes:
| Name of Director | | For | | | Withheld | | | Broker Non-Votes | |
|---|
| Gaylon Morris | | | 3,450,640 | | | | 727,702 | | | | 13,350,559 | |
| Patrick McCullough | | | 3,151,465 | | | | 1,026,877 | | | | 13,350,559 | |
| Rhone Resch | | | 3,430,014 | | | | 748,328 | | | | 13,350,559 | |
| Stanley Speer | | | 3,377,041 | | | | 801,301 | | | | 13,350,559 | |
Proposal 2 –Ratification of Appointment of Independent Registered Public Accounting Firm
The second proposal voted upon at the Annual Meeting was the ratification of the appointment of KMJ Corbin & Company LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
At the Annual Meeting, the proposal was approved by the following vote:
| For | | Against | | | Abstain | | | Broker Non-Votes | |
|---|
| 15,134,039 | | | 1,017,868 | | | | 1,061,021 | | | | — | |
Proposal 3– Approve an Amendment to the Company’s Certificate of Incorporation
The third proposal voted upon at the Annual Meeting was the approval of an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of shares of the Company’s authorized common stock to 100,000,000 from 50,000,000.
At the Annual Meeting, the proposal was approved by the following vote:
| For | | Against | | | Abstain | | | Broker Non-Votes | |
|---|
| 12,336,001 | | | 4,664,269 | | | | 212,658 | | | | — | |
Proposal 4 –Approve an Amendment to the Company’s Equity Incentive Plan
The fourth proposal voted upon at the Annual Meeting was the approval of an amendment to the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) to increase the number of shares of the Company’s common stock reserved under the 2016 Plan to 5,042,857 from 2,042,857.
At the Annual Meeting, the proposal was approved by the following vote:
| For | | Against | | | Abstain | | | Broker Non-Votes | |
|---|
| 2,497,639 | | | 1,315,886 | | | | 48,844 | | | | 13,350,559 | |
