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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/10/23 Safe & Green Holdings Corp. 8-K:5,9 10/05/23 12:236K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 36K
2: EX-10.1 Amendment No. 4 to the Company's Stock Incentive HTML 10K
Plan
7: R1 Cover HTML 49K
10: XML IDEA XML File -- Filing Summary XML 12K
8: XML XBRL Instance -- ea186488-8k_safeandgreen_htm XML 15K
9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
4: EX-101.DEF XBRL Definitions -- sgbx-20231005_def XML 72K
5: EX-101.LAB XBRL Labels -- sgbx-20231005_lab XML 96K
6: EX-101.PRE XBRL Presentations -- sgbx-20231005_pre XML 64K
3: EX-101.SCH XBRL Schema -- sgbx-20231005 XSD 12K
11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 35K
12: ZIP XBRL Zipped Folder -- 0001213900-23-081306-xbrl Zip 19K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): i October 5, 2023
(Exact Name of Registrant as Specified in its Charter)
| i Delaware | i 001-38037 | i 95-4463937 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices, Zip Code)
(Former name or former address, if changed since last report.)
Registrant’s telephone number, including area code: i 646- i 240-4235
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| i Common Stock, par value $0.01 | i SGBX | The i Nasdaq Stock Market LLC |
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).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 5, 2023, at the Safe & Green Holdings Corp. (the “Company”) Special Meeting of Stockholders (the “Special Meeting”), the Company’s stockholders approved an amendment (the “Amendment”) to the Safe & Green Holdings Corp. Stock Incentive Plan (the “Plan”). The Amendment increased the total number of shares of the Company’s common stock authorized for issuance under the Plan by 5,000,000 shares to 8,625,000 shares. A copy of the Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
The material terms and conditions of the Plan are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 6, 2023 (the “Proxy Statement”), at pages 10-17.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 5, 2023, the Company, held its Special Meeting. The purpose of the Special Meeting was described in the Proxy Statement.
As of August 11, 2023, the record date of the Special Meeting, there were 16,016,107 issued and outstanding shares of common stock entitled to vote at the Special Meeting. Present in person or by proxy at the Special Meeting were more than one-third of the issued and outstanding capital stock entitled to vote at the Special Meeting, which constituted a quorum.
The final voting results from the Special Meeting for Proposals No. 1, 2 and 3, as described in the Proxy Statement, is set forth below.
Proposal 1. Increase in Number of Authorized Shares of Common Stock.
The amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock, par value $0.01 per share (“Common Stock”), from 25,000,000 to 75,000,000 was approved based on the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 9,560,972 | 684,561 | 17,673 | 0 | |||||||||||
Proposal 2. Increase in Number of shares of Common Stock of our Stock Incentive Plan (the “Plan”).
The amendment to the Plan, to increase the number of shares of Common Stock that the Company will have authority to grant under the Plan by 5,000,000 shares to 8,625,000 shares was approved based on the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 6,553,695 | 717,516 | 17,378 | 2,974,617 | |||||||||||
Proposal 3— Adjournment of the 2023 Special Meeting, if the Board of Directors determines it to be necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of any of Proposal 1 and/or Proposal 2.
The stockholders approved, the adjournment of the 2023 Annual Meeting, based on the votes set forth below; however, an adjournment was not needed as Proposals 1 and 2 received a sufficient number of votes for approval:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 9,370,935 | 835,737 | 56,481 | 53 | |||||||||||
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit Number | Exhibit Description | |
| 10.1 | Amendment No. 4 to the Company’s Stock Incentive Plan | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SAFE & GREEN HOLDINGS CORP. | |||
| Dated: October 10, 2023 | By: | /s/ Patricia Kaelin | |
| Name: | Patricia Kaelin | ||
| Title: | Chief Financial Officer | ||
3
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/10/23 | |||
| For Period end: | 10/5/23 | DEF 14A | ||
| 9/6/23 | DEF 14A | |||
| 8/11/23 | 8-K, PRE 14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/10/24 Safe & Green Holdings Corp. 10-K/A 12/31/23 107:17M EdgarAgents LLC/FA 5/07/24 Safe & Green Holdings Corp. 10-K 12/31/23 109:17M EdgarAgents LLC/FA 2/12/24 Safe & Green Holdings Corp. S-1/A 113:13M EdgarAgents LLC/FA 2/12/24 Safe & Green Holdings Corp. S-1/A 114:14M EdgarAgents LLC/FA 2/06/24 Safe & Green Holdings Corp. S-1/A 120:14M EdgarAgents LLC/FA 2/01/24 Safe & Green Holdings Corp. S-1 116:13M EdgarAgents LLC/FA 1/26/24 Safe & Green Holdings Corp. S-1 113:14M EdgarAgents LLC/FA 11/28/23 Safe & Green Holdings Corp. S-8 11/28/23 4:86K EdgarAgents LLC/FA |