Exhibit 99.1
May 15, 2024
To: British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission
RE: SPHERE 3D CORP. - ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS HELD ON MAY 15, 2024 VOTING RESULTS
This report on the voting results of our Annual and Special Meeting of Shareholders held on May 15, 2024 is made in accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations. Each of the matters set out below is described in greater detail in the Notice of Meeting and Proxy Statement dated as of April 5, 2024.
1. Board Size
On a vote taken regarding board size, it was declared that the shareholders approved setting the number of directors at four. Voting results are as follows:
Votes For | % For | Votes Withheld | % Withheld |
5,747,370 | 88.219 | 767,537 | 11.781 |
2. Election of Directors
On a vote taken regarding the election of directors, it was declared that the shareholders elected the following nominees as directors of Sphere 3D Corp. for the ensuing year or until their successors are duly elected or appointed. Voting results are as follows:
Nominees | Votes For | % For | Votes Withheld | % Withheld |
Timothy Hanley | 2,417,636 | 92.410 | 198,575 | 7.590 |
Susan Harnett | 2,179,804 | 83.319 | 436,407 | 16.681 |
Duncan J. McEwan | 2,189,214 | 83.679 | 426,997 | 16.321 |
Patricia Trompeter | 2,396,491 | 91.602 | 219,719 | 8.398 |
3. Ratification of Auditors
On a vote taken regarding the auditors, it was declared that the shareholders approved the ratification of the selection of MaloneBailey LLP as auditors of Sphere 3D Corp. Voting results are as follows:
Votes For | % For | Votes Withheld | % Withheld |
6,102,083 | 93.663 | 412,824 | 6.337 |
4. Approval of the Second Amended and Restated 2015 Performance Incentive Plan
On a vote taken regarding the 2015 Performance Incentive Plan, it was declared that the shareholders approved the Second Amended and Restated 2015 Performance Incentive Plan. Voting results are as follows:
Votes For | % For | Votes Withheld | % Withheld |
1,962,131 | 74.999 | 654,079 | 25.001 |
5. Approval of Say-On-Pay Proposal
On a vote taken regarding Say-On-Pay, it was declared that the shareholders approved, on an advisory basis, the compensation of our named executive officers. Voting results are as follows:
Votes For | % For | Votes Withheld | % Withheld |
2,202,301 | 84.179 | 413,910 | 15.821 |
No other matters were voted upon.
Yours very truly,
SPHERE 3D CORP.
/s/ Jason Meretsky
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Jason Meretsky
Secretary of the Meeting