DGSE DGSE Companies Inc

On October 11, 2019, the Company held its 2019 annual meeting (the “Annual Meeting”) of stockholders (the “Stockholders”) at the Omni Dallas Hotel Park West located at 1590 LBJ Freeway, Dallas, Texas 75234. The matters submitted to the Stockholders for a vote at the Annual Meeting were set forth in the Company’s Definitive Proxy Statement on Schedule DEF 14A and Definitive Additional Materials on Schedule DEFA 14A, which were filed with the Securities and Exchange Commission on September 20, 2019 and September 27, 2019, respectively and collectively (the “Proxy Statement”) and distributed to the Stockholders. Stockholders representing 19,980,686, or 74.21%, of the shares of the Common Stock, outstanding and entitled to vote as of the record date, September 18, 2019, were represented at the meeting either in person or by proxy.

The matters proposed to the Stockholders for a vote were: (i) the election of each of John R. Loftus, Joel S. Friedman, Jim R. Ruth, Alexandra C. Griffin and Allison M. DeStefano as members of the Company’s Board of Directors; (ii) approval of amendment to the Company’s articles of incorporation changing the corporate name and adding preferred stock to the Company’s authorized shares; (iii) the ratification of the Company’s appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; (iv) advisory vote to approve the compensation of our named executive officers; (v) advisory vote to determine the frequency of future advisory votes on executive compensation; and (vi) to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals one through five.

The final voting results of the Annual Meeting are set forth below.

Proposal One

The nominees named in the Proxy Statement (the “Proxy Statement Nominees”) were elected to the Board of Directors to serve until the next annual meeting of Stockholders and until their respective successors are duly-elected and qualified (or until their death, resignation or removal, if earlier). The Proxy Statement Nominees were the only nominees to receive votes for their election at the meeting, and the Proxy Statement Nominees constitute the five nominees receiving the highest number of votes in favor of their election as directors. The results of the vote with respect to their respective elections were as follows:

Proposal Two

The proposal to amend the Company’s articles of incorporation changing the corporate name and adding preferred stock to the Company’s authorized shares was approved by the following vote:

Proposal Three

The proposal to ratify the Company’s appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was approved by the following vote:

Proposal Four

The proposed advisory vote to approve the compensation of our named executive officers was approved by the following vote:

Proposal Five

The proposed advisory vote to determine the frequency of future advisory votes on executive compensation was approved by the following vote:

Proposal Six

The proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals one through five was approved by the following vote. It was not necessary to adjourn the Annual Meeting as proposals one through five were approved at the Annual Meeting: