| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 20, 2024, Beneficient (the “Company”) held a Special Meeting of Stockholders (the “Meeting”). Holders of shares of the Company’s Class A common stock, $0.001 par value per share (the “Class A Common Stock”), and of the Company’s Class B common stock, $0.001 par value per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), representing a total of 5,175,238 votes were present or represented by proxy at the Meeting, representing approximately 82.2% of the Company’s total voting power as of the May 24, 2024 record date for the Meeting. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 10, 2024.
Proposal 1: To approve, for purposes of Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s Class A Common Stock to YA II PN, LTD. (“Yorkville”), pursuant to that certain Standby Equity Purchase Agreement, dated June 27, 2023, by and between the Company and Yorkville (the “SEPA”), which shares may represent more than 20% of the Company’s issued and outstanding Common Stock, as of the date of the SEPA.
| | | | |
Votes Cast For | | Votes Cast Against | | Abstentions |
| 3,320,748 | | 1,854,239 | | 251 |
Proposal 2: To approve an adjournment of the Meeting, to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1.
| | | | |
Votes Cast For | | Votes Cast Against | | Abstentions |
| 3,320,205 | | 1,854,185 | | 848 |
Based on the foregoing votes, both Proposal 1 and Proposal 2 were approved. No other matters were submitted to or voted on by the Company’s stockholders at the Meeting.
