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): June 25, 2021
Stem Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | | 000-55751 | | 61-1794883 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
2201 NW Corporate Blvd, Suite 205 Boca Raton, FL 33431 | | 33431 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (561) 237-2931
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of exchange on which registered |
| Common Stock par value $0.001 | | STMH | | OTCQX |
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)) |
TABLE OF CONTENTS
Item 5.07 Submission of Matters to a Vote of Security Holders
Stem Holdings, Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders on June 25, 2021. There were 220,351,263 outstanding shares eligible to vote as of the record date for the 2021 Annual Meeting and 142,921,596 shares were present either in person or by proxy at the meeting (which represented 64.86% of the issued and outstanding shares eligible to vote). At the meeting, the following actions were taken:
(i) The Company’s shareholders elected eight directors to the Company’s Board of Directors for terms expiring at the Annual Meeting in the year 2022. The directors elected, as well as the number of votes cast for and votes withheld for each individual are set forth below:
| Nominee | | Votes For | | | % Voted For | | | Withheld | | | % Withheld | |
| | | | | | | | | | | | | |
| Adam Berk | | | 114,543,233 | | | | 93.74 | % | | | 7,646,695 | | | | 6.26 | % |
| Steve Hubbard | | | 108,186,501 | | | | 88.54 | % | | | 14,003,427 | | | | 11.46 | % |
| Garrett M. Bender | | | 118,186,501 | | | | 96.70 | % | | | 4,033,137 | | | | 3.30 | % |
| Lindy Snider | | | 92,957,565 | | | | 76.08 | % | | | 29,232,363 | | | | 23.92 | % |
| Dennis Suskind | | | 113,017,096 | | | | 92.49 | % | | | 9,172,832 | | | | 7.51 | % |
| Salvador Villanueva | | | 81,048,034 | | | | 66.33 | % | | | 41,141,894 | | | | 33.67 | % |
| Brian Hayek | | | 90,045,577 | | | | 73.69 | % | | | 21,144,351 | | | | 26.31 | % |
| Robert L. B. Diener | | | 92,738,915 | | | | 75.90 | % | | | 29,451,013 | | | | 24.10 | % |
(ii) The Company’s shareholders approved a proposal to amend the Company’s Articles of Incorporation to increase the number of authorized common shares from 300,000,000 shares to 750,000,000 shares, with the following votes:
| | | Amount | |
| Votes for approval: | | | 101,346,890 | |
| Votes against: | | | 40,701,750 | |
| % Voted for approval | | | 71.34 | % |
| % Voted against approval: | | | 28.65 | % |
| Abstentions: | | | 872,956 | |
| % Abstentions: | | | 0.6 | % |
(iii) The Company’s shareholders approved a proposal to authorize a reverse split of the Company’s outstanding Common Shares, at the discretion of the Board of Directors within a range of one (1) post-split common share for each two (2) pre-split common shares outstanding on the record date and ten (10) pre-split common share, with the following votes:
| | | Amount | |
| Votes for approval: | | | 102,360,870 | |
| Votes against: | | | 39,011,014 | |
| % Voted for approval | | | 72.40 | % |
| % Voted against approval: | | | 27.59 | % |
| Abstentions: | | | 1,549,712 | |
| % Abstentions: | | | 1.16 | % |
(iv) The Company’s shareholders approved a proposal to authorize a change of name of the Company to Driven by Stem, Inc., with the following votes:
| | | Amount | |
| Votes for approval: | | | 138,508,078 | |
| Votes against: | | | 3,475,365 | |
| % Voted for approval | | | 97.55 | % |
| % Voted against approval: | | | 2.44 | % |
| Abstentions: | | | 938,153 | |
| % Abstentions: | | | 0.6 | % |
(v) The Company’s shareholders approved a proposal to ratify the Audit Committee’s appointment of LJ Soldinger LLC as the Company’s independent registered public accounting firm for the year ending September 30, 2021, with the following votes:
| | | Amount | |
| Votes for approval: | | | 136,896,783 | |
| Votes against: | | | 5,158,273 | |
| % Voted for approval | | | 96.36 | % |
| % Voted against approval: | | | 3.63 | % |
| Abstentions: | | | 866,540 | |
| % Abstentions: | | | 0.6 | % |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
None.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Stem Holdings, Inc. | |
| | |
| By: | /s/ Adam Berk | |
| Name: | Adam Berk | |
| Title: | President | |
Dated: June 28, 2021
