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): December 28, 2021 (December 21, 2021)
| 1847 GOEDEKER INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | | 001-39418 | | 83-3713938 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| 3817 Millstone Parkway, St. Charles, MO | | 63301 |
| (Address of principal executive offices) | | (Zip Code) |
| 888-768-1710 |
| (Registrant’s telephone number, including area code) |
| |
| (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, par value $0.0001 per share | | GOED | | NYSE American LLC |
| Warrants to Purchase Common Stock | | GOED WS | | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. |
On December 21, 2021, 1847 Goedeker Inc. (the “Company”) held its annual meeting of stockholders via live audio webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 18, 2021 (the “Proxy Statement”). At the beginning of the Annual Meeting, there were 69,899,351 shares of common stock present or represented by proxy at the Annual Meeting, which represented 65.70% of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on November 17, 2021.
The stockholders of the Company voted on the following proposals at the Annual Meeting:
| 1. | To elect the eight (8) nominees identified in the Proxy Statement to serve as directors on the Board of Directors for the ensuing year. |
| 2. | To ratify the appointment of Friedman LLP as independent registered public accounting firm for the fiscal year ending December 31, 2021. |
| 3. | To approve an amendment to the Company’s amended and restated certificate of incorporation to increase the number of shares of common stock that the Company is authorized to issue from 200,000,000 shares to 250,000,000 shares. |
| 4. | To approve an amendment to the 1847 Goedeker Inc. 2020 Equity Incentive Plan to increase the number of shares of common stock available for issuance under such plan from 1,000,000 shares to 11,000,000 shares and eliminate the fungible share counting provision contained in such plan. |
The Company’s inspector of elections certified the following vote tabulations:
Proposal 1: Election of Directors
| Nominee | | For | | Withheld | | Broker Non-Votes |
| Ellery W. Roberts | | 44,311,942 | | 6,687,537 | | 18,899,872 |
| Albert Fouerti | | 50,682,095 | | 330,471 | | 18,899,872 |
| Ellette A. Anderson | | 42,719,802 | | 8,286,410 | | 18,899,872 |
| Clark R. Crosnoe | | 45,883,996 | | 5,117,085 | | 18,899,872 |
| Glyn C. Milburn | | 49,891,163 | | 1,104,108 | | 18,899,872 |
| G. Alan Shaw | | 46,164,381 | | 4,848,364 | | 18,899,872 |
| Alan P. Shor | | 50,054,998 | | 947,706 | | 18,899,872 |
| Edward J. Tobin | | 44,972,296 | | 6,028,805 | | 18,899,872 |
Each of the eight nominees for director was elected to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier resignation or removal.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
| For | | Against | | Abstained |
| 67,168,268 | | 2,089,316 | | 641,767 |
There were no broker non-votes on this proposal.
The stockholders ratified the appointment of Friedman LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021.
Proposal 3: Approval of Amendment to Amended and Restated Certificate of Incorporation
| For | | Against | | Abstained |
| 56,441,702 | | 13,399,250 | | 58,397 |
There were no broker non-votes on this proposal.
The stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to increase the number of shares of common stock that the Company is authorized to issue from 200,000,000 shares to 250,000,000 shares.
Proposal 4: Approval of Amendment to the 1847 Goedeker Inc. 2020 Equity Incentive Plan
| For | | Against | | Abstained | | Broker Non-Votes |
| 44,377,011 | | 6,534,036 | | 123,681 | | 18,899,872 |
The stockholders approved an amendment to the 1847 Goedeker Inc. 2020 Equity Incentive Plan to increase the number of shares of common stock available for issuance under such plan from 1,000,000 shares to 11,000,000 shares and eliminate the fungible share counting provision contained in such plan.
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: December 28, 2021 | 1847 GOEDEKER INC. |
| | |
| | /s/ Albert Fouerti |
| | Name: Albert Fouerti |
| | Title: Chief Executive Officer |
