UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)March 4, 2020 (February 27, 2020)
| Ecoark Holdings, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | | 000-53361 | | 30-0680177 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| 5899 Preston Road #505, Frisco, TX | | 75034 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code 479-259-2977
| N/A |
| (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 of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | 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)) |
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 | | ZEST | | OTCQB |
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
Ecoark Holdings, Inc., a Nevada corporation (the “Company”) held its annual meeting of stockholders on February 27, 2020 (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following proposals described in detail in the Company’s definitive proxy statement, as amended, for the Annual Meeting filed with the Securities and Exchange Commission on February 18, 2020 (the “Proxy Statement”). As of the record date for the Annual Meeting, there were 69,146,161 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued and outstanding and entitled to one vote for each share held. The holders of 67.70% of the Company’s shares of common stock outstanding submitted votes in person or by proxy at the Annual Meeting, constituting a quorum. Set forth below are the final voting results for each of the proposals:
Proposal 1: Election of Directors
The five director nominees named in the Proxy Statement were elected to the Company’s Board of Directors by the following voting results:
| Director Nominee | | For | | | Withheld | | | Broker Non-Votes | |
| Randy S. May | | | 23,891,922 | | | | 3,666,497 | | | | 19,253,665 | |
| John P. Cahill | | | 23,205,793 | | | | 4,352,626 | | | | 19,253,665 | |
| Peter A. Mehring | | | 20,808,400 | | | | 6,750,019 | | | | 19,253,665 | |
| Gary M. Metzger | | | 23,153,003 | | | | 4,405,416 | | | | 19,253,665 | |
| Steven K. Nelson | | | 23,183,443 | | | | 4,374,976 | | | | 19,253,665 | |
Proposal 2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The stockholders approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers, with the following voting results:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 25,041,006 | | | | 2,245,686 | | | | 271,727 | | | | 19,253,665 | |
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers
The stockholders recommended, on an advisory non-binding basis, that the Company hold future advisory votes to approve the compensation of the Company’s named executive officers every three years by the following votes:
| 1 Year | | | 2 Years | | | 3 Years | | | Abstentions | |
| | 4,404,205 | | | | 387,067 | | | | 19,412,091 | | | | 3,355,056 | |
Proposal 4: Ratification of Auditors
The stockholders ratified the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020, with the following results:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 45,578,270 | | | | 578,915 | | | | 654,899 | | | | 0 | |
Proposal 5: Amendment to the Company’s Articles of Incorporation to Increase the Number of Authorized Shares of the Company’s Common Stock from 100,000,000 Shares to 200,000,000 Shares
An amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s Common Stock by 100,000,000 shares to 200,000,000 shares was approved and the voting results of the shares of the Company’s Common Stock were as follows:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 42,580,362 | | | | 4,007,433 | | | | 244,289 | | | | 0 | |
SIGNATURES
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.
| Date:March 4, 2020 | Ecoark Holdings, Inc. |
| | (Registrant) |
| | |
| | By: | /s/ Randy S. May |
| | | Randy S. May
Chief Executive Officer |
