UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 29, 2022
Kaspien Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
New York
| | 0-14818
| | 14-1541629
|
| | | | | |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
2818 N. Sullivan Rd. Ste 130
Spokane Valley, WA 99216
(Address of Principal Executive Offices, and Zip Code)
(855) 300-2710
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 (see General Instruction A.2. below):
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
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 shares, $0.01 par value per share
| KSPN
| NASDAQ Stock Market
|
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting held on June 29, 2022, the stockholders of the Company voted on the following proposals, which are more fully described in our proxy statement:
On the record date for the Annual Meeting, there were 2,501,568 shares issued, outstanding and entitled to vote. Shareholders holding 2,129,438 shares were present at the meeting, in person or represented by proxy. The results of the voting at the Annual Meeting were as follows:
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Director | Votes For | Votes Against | Broker Non-Votes | Abstentions | Uncast |
| Jonathan Marcus | 1,732,776 | 0 | 366,773 | 29,889 | 0 |
| W. Michael Reickert | 1,740,014 | 0 | 366,773 | 22,651 | 0 |
| Tom Simpson | 1,716,522 | 0 | 366,773 | 46,143 | 0 |
PROPOSAL NO. 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 1,752,814 | | 9,483 | | 368 | | 366,773 |
PROPOSAL NO. 3 - RATIFICATION OF FRUCI & ASSOCIATES II, PLLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 2,127,595 | | 1,653 | | 190 | | 0 |
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.
| Dated: July 1, 2022 | Kaspien Holding Inc. |
| | |
| | By: | /s/ Edwin Sapienza | |
| | | Name: | Edwin Sapienza |
| | | Title: | Chief Financial Officer |
