Adjournment solely to vote on Proposals 5 and 7
DPW Holdings, Inc. (NYSE American: DPW) a diversified holding
company (“DPW,” or the “Company”) today announced
partial results and the partial adjournment of the Company’s 2019
Annual Meeting of Stockholders (the “Annual Meeting”), which
was held at 9:00 a.m. on July 2, 2019 and, at which time, all
director nominees were elected and Proposals 2, 3 and 6, as set
forth in the Company’s Definitive Proxy Statement, were approved by
stockholders. Stockholders voted, on an advisory basis, in favor of
annual votes on executive compensation (Proposal 4).
The Company adjourned the meeting with respect to Proposal 5 (to
approve a reverse stock split of our common stock by a ratio of not
less than one-for-5 and not more than one-for-40, with the exact
ratio to be set by the board of directors) and Proposal 7 (to
approve an amendment to our 2018 Stock Incentive Plan, which would,
among other things, increase the number of shares of our common
stock that may be issued thereunder to a total of 7,000,000
shares), in each case for the limited purpose of allowing
additional time for stockholders to vote on the proposal.
While Proposal 5 exceeded 64% approval of the votes cast,
approval of more than 50% of all outstanding shares of our capital
stock is necessary for the proposal to be approved. While the votes
cast prior to adjournment strongly favored the reverse split
proposal, no more than approximately 43.1% of votes were cast;
approximately 33% of the shares remained unvoted on Proposal 5.
Proposal 7 did not require approval of more than 50% of all
outstanding shares of our capital stock for the proposal to be
approved, no more than approximately 33% of the votes were cast in
favor of Proposal 7, whereas approximately 64% of such votes were
case against Proposal 7.
Based on the total votes cast prior to adjournment in the case
of Proposal 5 and the votes against in the case of Proposal 7, and
in order to simplify these proposals, the board of directors (the
“Board”) elected to withdraw Proposals 5 and 7 and adjourn
the Annual Meeting until 9:00 a.m. (Pacific Time) on July 19, 2019
for the sole purpose of allowing additional time for stockholders
to vote on Proposals 5 and 7.
If you have already voted your shares For Proposals 5 or 7,
you do not need to vote again, and we thank you for your support.
If you voted against, abstained from voting for or did not vote at
all with respect to Proposal 5, we urge you to reconsider your
vote. The Board believes the proposed reverse split is in the best
interests of our stockholders, principally because its failure to
pass could mean that our shares of common stock will be delisted
from the NYSE American. Similarly, if you voted against, abstained
from voting for or did not vote at all with respect to Proposal 7,
we also urge you to reconsider your vote. The Board believes the
proposed increase in the number of shares of common stock
underlying the 2018 Stock Incentive Plan is in the best interests
of our stockholders.
“I appreciate the substantial stockholder support for Proposal
5, as demonstrated by the affirmative vote of over 64% of the votes
cast to date on this matter,” said Milton C. Ault, III, Chief
Executive Officer of DPW. “Over the next few weeks, we will be
reaching out to additional stockholders through various measures to
obtain additional votes on this proposal, as well as to urge
stockholders to vote for Proposal 7.”
If you have any questions or need assistance voting your
shares, please call the firm assisting DPW with the solicitation of
proxies, Kingsdale Advisors, toll-free at (866) 851-2638 in North
America or (416) 867-2272. You may also email Kingsdale Advisors at
contactus@kingsdaleadvisors.com.
About DPW Holdings, Inc.
DPW Holdings, Inc. is a diversified holding company pursuing
growth by acquiring undervalued businesses and disruptive
technologies that hold global potential. Through its wholly owned
subsidiaries and strategic investments, the Company provides
mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial,
telecommunications, medical, crypto-mining, and textiles. In
addition, the Company owns a select portfolio of commercial
hospitality properties and extends credit to select entrepreneurial
businesses through a licensed lending subsidiary. DPW’s
headquarters are located at 201 Shipyard Way, Suite E, Newport
Beach, CA 92663; www.DPWHoldings.com.
Additional Information and Where to
Find It
The Company has filed a definitive proxy statement on Schedule
14A and associated proxy card (the “Proxy Statement”) with
the U.S. Securities and Exchange Commission (the “SEC”),
which was filed on June 7, 2019. The Company, its directors, its
executive officers and certain other individuals set forth in the
definitive proxy statement will be deemed participants in the
solicitation of proxies from stockholders in respect of the Annual
Meeting. Information regarding the names of the Company’s directors
and executive officers and certain other individuals and their
respective interests in the Company by security holdings or
otherwise is set forth in the Proxy Statement. BEFORE MAKING ANY
VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING
THE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING
PROXY CARD. The Proxy Statement and a form of proxy have been
mailed to stockholders of the Company. Investors and stockholders
can obtain a copy of the documents filed by the Company with the
SEC, including the Proxy Statement, free of charge by visiting the
SEC’s website, www.sec.gov.
Forward-Looking
Statements
This press release contains “forward looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,”
“expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “could,” “potential,” or similar expressions.
Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs
and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors. More
information, including potential risk factors, that could affect
the Company’s business and financial results are included in the
Company’s filings with the SEC including, but not limited to, the
Company’s Forms 10-K, 10-Q and 8-K. All filings are available at
www.sec.gov and on the Company’s website at
www.DPWHoldings.com.
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