UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2022
THE OLB GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-52994 | | 13-4188568 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
| 1120 Avenue of the Americas, 4th Floor, New York, NY | | 10036 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 278-0900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 ☒
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.
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, $0.0001 par value | | OLB | | Nasdaq Capital Market |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 22, 2022, The OLB Group, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of Delaware following shareholder approval, at the Annual Meeting of Stockholders (the “Annual Meeting”), held on December 22, 2022. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting the stockholders of the Company approved the four proposals listed below. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s Proxy Statement.
1. Elect four members of the Board of Directors, each to serve for a one-year term:
| | | FOR | | | WITHHELD | | | BROKER
NON-VOTE | |
| Ronny Yakov | | | 6,829,634 | | | | 123,703 | | | | 1,933,048 | |
| Amir Sternhell | | | 6,715,416 | | | | 237,921 | | | | 1,933,048 | |
| Ehud Ernst | | | 6,692,038 | | | | 261,299 | | | | 1,933,048 | |
| Alina Dulimof | | | 6,722,996 | | | | 230,341 | | | | 1,933,048 | |
2. Ratify the appointment by the Board of Daszkal Bolton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
| FOR | | AGAINST | | ABSTAIN |
| 8,583,229 | | 275,122 | | 28,034 |
3. Approve the Amended and Restated 2020 Stock Incentive Plan.
| FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTE |
| 6,727,697 | | 218,020 | | 7,620 | | 1,933,048 |
4. Approve the Amendment to the Company’s Certificate of Incorporation.
| FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTE |
| 6,832,282 | | 88,714 | | 32,341 | | 1,933,048 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
Dated: December 28, 2022
| | THE OLB GROUP |
| | |
| | By: | /s/ Ronny Yakov |
| | Name: Title: | Ronny Yakov
Chief Executive Officer |
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