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 4, 2024
SRM ENTERTAINMENT, INC.
(Exact name of registrant as specified in charter)
| Nevada | | 001-41768 | | 32-0686534 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477
(Address of principal executive offices) (Zip Code)
(407) 230-8100
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 | | SRM | | The Nasdaq Stock Market LLC |
| | | | | (The 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 mart 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 4, 2024, SRM Entertainment, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”) at 1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477.
As of the close of business on November 6, 2024, the record date for the Annual Meeting (the “Record Date”), 13,876,477 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) were outstanding and entitled to vote. At the Annual Meeting, a total of 8,082,102 votes, comprised of shares of the Company’s Common Stock, equivalent to approximately 58.24% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.
1. The five nominees for director were elected to serve a one-year term as follows:
| Director | | Votes For | | | Votes Against | | | Votes Abstained | | | Broker Non-Votes | |
| Richard Miller | | | 8,047,148 | | | | 0 | | | | 34,504 | | | | 450 | |
| Douglas O. McKinnon | | | 8,046,725 | | | | 0 | | | | 34,927 | | | | 450 | |
| Hans Haywood | | | 8,051,174 | | | | 0 | | | | 30,928 | | | | 0 | |
| Gary Herman | | | 8,011,718 | | | | 0 | | | | 69,934 | | | | 450 | |
| Christopher Melton | | | 8,050,966 | | | | 0 | | | | 30,686 | | | | 450 | |
2. The proposal to approve the Company’s 2024 Equity Incentive Plan was approved as follows:
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 8,005,404 | | 75,172 | | 953 | | 573 |
A copy of the Company’s 2024 Equity Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
3. The proposal to ratify the appointment of M&K CPAS, PLLC. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved as follows:
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 8,050,651 | | 2,805 | | 28,196 | | 450 |
4. The proposal, in a non-binding advisory vote, of the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC was approved as follows:
| Votes For | | Votes Against | | Votes Abstained | | Votes Abstained |
| 8,028,640 | | 51,828 | | 1,177 | | 457 |
5. The proposal to select the frequency of holding the stockholder advisory vote on the Company’s executive compensation once every three years was approved as follows:
| Every Year | | Once Every Two Years | | Once Every Three Years | | Votes Abstained | | Broker Non-Votes |
| 96,684 | | 7,732 | | 7,975,489 | | 7 | | 2,190 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
| | SRM ENTERTAINMENT, INC. |
| | | |
| Date: December 10, 2024 | By: | /s/ Richard Miller |
| | Name: | Richard Miller |
| | Title: | Chief Executive Officer |
