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 7, 2023
HALL OF FAME RESORT & ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38363 | | 84-3235695 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
2014 Champions Gateway
Canton, OH 44708
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (330) 754-3427
(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:
| ☐ | 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, $0.0001 par value per share | | HOFV | | Nasdaq Capital Market |
| Warrants to purchase 0.064578 shares of Common Stock | | HOFVW | | Nasdaq Capital Market |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Jerome Bettis as a Class A Director
Effective as of June 8, 2023, the Board of Directors (the “Board”) of the Hall of Fame Resort & Entertainment Company (the “Company”) appointed Mr. Jerome Bettis as a Class A director to fill a vacancy. As a Class A director, Mr. Bettis’ initial term expires at the 2024 Annual Meeting of Stockholders. The Board determined that Mr. Bettis qualifies as an independent director in accordance with the Nasdaq listing rules. Mr. Bettis’ compensation as a director will be consistent with the compensation policies applicable to the Company’s other independent directors, as described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 25, 2023 (the “2023 Proxy Statement”). Mr. Bettis is a member of the Pro Football Hall of Fame Class of 2015.
A copy of the press release announcing Mr. Bettis’ appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Amended 2020 Omnibus Incentive Plan
At the Annual Meeting of Stockholders of the Company held on June 7, 2023 (the “2023 Annual Meeting”), the Company’s stockholders approved an amendment to the Hall of Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan (the “Amended 2020 Omnibus Incentive Plan”) to increase by 275,000 the number of shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company that will be available for issuance under the Amended 2020 Omnibus Incentive Plan.
A description of the Amended 2020 Omnibus Incentive Plan and related matters was set forth in the Company’s 2023 Proxy Statement and is qualified in its entirety by reference to the full text of the Amended 2020 Omnibus Incentive Plan, a copy of which is being filed as Exhibit 10.01 to this Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting, the Company’s stockholders voted on five proposals as set forth below, all of which are described in detail in the Company’s 2023 Proxy Statement. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
| 1. | The individuals listed below were elected at the 2023 Annual Meeting to serve as Class C directors for three-year terms expiring upon the 2026 Annual Meeting of Stockholders and the election and qualification of their respective successors. |
| | | For | | Against | | Abstentions | | Broker
Non-Votes |
| Anthony J. Buzzelli | | | 2,166,286 | | | | 76,416 | | | | 30,602 | | | | 1,454,049 | |
| Michael Crawford | | | 2,193,549 | | | | 69,789 | | | | 9,966 | | | | 1,454,049 | |
| James J. Dolan | | | 2,173,234 | | | | 73,935 | | | | 26,135 | | | | 1,454,049 | |
| Kimberly K. Schaefer | | | 2,137,787 | | | | 112,840 | | | | 22,677 | | | | 1,454,049 | |
| 2. | A proposal to approve an amendment to our Amended 2020 Omnibus Incentive Plan to increase by 275,000 the number of shares of Common Stock of the Company that will be available for issuance under the Amended 2020 Omnibus Incentive Plan was approved. |
| For | | | Against | | | Abstentions | | | Broker Non-Votes | |
| | 2,035,240 | | | | 180,717 | | | | 57,347 | | | | 1,454,049 | |
| 3. | A proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of additional shares of Common Stock issuable upon the conversion of certain convertible debt and the exercise of certain warrants was approved. |
| For | | | Against | | | Abstentions | | | Broker Non-Votes | |
| | 2,063,209 | | | | 154,070 | | | | 56,025 | | | | 1,454,049 | |
| 4. | A proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the issuance to an entity wholly owned by a director of additional shares of Common Stock issuable upon the conversion of certain convertible debt and the exercise of certain warrants was approved. |
| For | | Against | | Abstentions | | Broker Non-Votes |
| 2,045,002 | | 167,646 | | 60,656 | | 1,454,049 |
| 5. | A proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, was approved. There were no broker non-votes on this matter. |
| For | | Against | | Abstentions |
| 3,560,671 | | 107,080 | | 59,602 |
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.
| | HALL OF FAME RESORT & ENTERTAINMENT COMPANY |
| | | |
| | By: | /s/ Michael Crawford |
| | | Name: | Michael Crawford |
| | | Title: | President and Chief Executive Officer |
| | | | |
| Dated: June 12, 2023 | | |
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