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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/28/23 Eightco Holdings Inc. 8-K:5 12/28/23 10:211K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 50K 5: R1 Cover HTML 47K 8: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- form8-k_htm XML 14K 7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 3: EX-101.LAB XBRL Labels -- octo-20231228_lab XML 96K 4: EX-101.PRE XBRL Presentations -- octo-20231228_pre XML 64K 2: EX-101.SCH XBRL Schema -- octo-20231228 XSD 12K 9: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 10: ZIP XBRL Zipped Folder -- 0001493152-23-046405-xbrl Zip 16K
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 December 28, 2023
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-41033 | i 87-2755739 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| i 08865 | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (888) i 765-8933
(Former name or former address, if changed since last report)
Not Applicable
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):
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, $0.001 par value | i OCTO | 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. i ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 28, 2023, Eightco Holdings Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on November 3, 2023, the record date for the Annual Meeting, there were 4,335,714 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled to vote on the proposals described below. The matters described below were submitted to a vote of the holders of the Company’s Common Stock at the Annual Meeting. Each proposal is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 6, 2023, and as supplemented on November 21, 2023 (the “Proxy Statement”).
| 1. | Election of Brian McFadden as a Class I member of the Company’s Board of Directors, to serve until the 2026 annual meeting of stockholders or until the appointment, election, and qualification of his successor. |
| Nominee | For | Against | Withhold | Broker Non-Votes | ||||||||||||
| Brian McFadden | 362,974 | 0 | 118,600 | 1,014,444 | ||||||||||||
| 2. | Ratification of the selection of Morison Cogen LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023. |
| For | Against | Abstain | |||||||
| 1,381,647 | 78,179 | 36,192 | |||||||
| 3. | Approval, on an advisory basis, of the compensation paid to our named executive officers as set forth in the Proxy Statement. |
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 298,491 | 164,249 | 18,834 | 1,014,444 | |||||||||
| 4. | Approval, on an advisory basis, of the frequency of holding an advisory vote on executive compensation. |
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||
| 238,128 | 86,572 | 93,222 | 63,652 | |||||||||
For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.
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, 2023
| Eightco Holdings Inc. | ||
| By: | /s/ Brian McFadden | |
| Name: | Brian McFadden | |
| Title: | Chief Executive Officer | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/23 | ||||
| Filed on / For Period end: | 12/28/23 | |||
| 11/21/23 | DEFA14A | |||
| 11/6/23 | ARS, DEF 14A, DEFA14A | |||
| 11/3/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/25/24 Eightco Holdings Inc. 424B5 1:525K M2 Compliance LLC/FA 4/03/24 Eightco Holdings Inc. S-3/A 4/02/24 4:768K M2 Compliance LLC/FA 2/05/24 Eightco Holdings Inc. S-3 7:1.6M M2 Compliance LLC/FA 2/02/24 Eightco Holdings Inc. S-8 POS 2/02/24 1:68K M2 Compliance LLC/FA 1/26/24 Eightco Holdings Inc. S-8 1/26/24 4:134K M2 Compliance LLC/FA |