Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As indicated below, on December 6, 2023, the stockholders of Presto Automation Inc. (the “Company”) approved approve an amendment and restatement (the “Restatement”) of the Presto Automation Inc. 2022 Incentive Award Plan (the “2022 Plan”). The Company’s board of directors (the “Board”) previously approved the Restatement of the 2022 Plan, subject to stockholder approval. The Restatement (a) increased the shares of common stock of the Company reserved for issuance under the 2022 Plan by an additional 2,000,000 shares, and (b) modified the current evergreen provision such that the number of shares reserved and available for issuance under the 2022 Plan will be cumulatively increased as of July 1, 2024 and every July 1 thereafter (as opposed to January 1 as currently provided in order to align the evergreen with the Company’s fiscal year), ending on and including July 1, 2033, by the lesser of (i) five percent (5%) (as opposed to one percent (1%) as previously provided) of the number of shares issued and outstanding on the immediately preceding June 30 or (ii) such smaller number of shares as determined by the Board or the Compensation Committee of the Board.
The foregoing summary of the Restatement of the 2022 Plan is qualified in its entirety by reference to the 2022 Plan, a copy of which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference. A more complete description of the terms of the Restatement of the 2022 Plan can be found in “Proposal No. 3: Approval of Amendment and Restatement of the 2022 Plan to Increase the Number of Shares Available and to Amend the Evergreen Provision” on pages 23 to 30 of the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) on October 27, 2023 (the “2023 Proxy Statement”), which description is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 6, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the voting results of the three proposals considered and voted upon at the Annual Meeting, all of which were described in the 2023 Proxy Statement.
Proposal No. 1 – To elect three Class I director nominees to hold office until the 2026 Annual Meeting of Stockholders.
| | | |
| For | Withheld | Broker Non-Votes |
Krishna K. Gupta | 34,056,108 | 776,349 | 2,776,064 |
Keith Kravcik | 34,235,797 | 596.660 | 2,776,064 |
Edward Scheetz | 33,035,104 | 1,797,353 | 2,776,064 |
Proposal No. 2 – To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024.
For | Against | Abstain | Broker Non-Votes |
37,550,004 | 53,945 | 4,572 | — |
Proposal No. 3 – To approve the Restatement of the 2022 Plan to provide for an increase in the number of shares currently available under the 2022 Plan and to amend the evergreen provision.
For | Against | Abstain | Broker Non-Votes |
31,732,760 | 3,090,112 | 9,585 | 2,776,064 |
