Current Report Filing (8-k)
January 19 2023 - 4:16PM
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 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): January 19, 2023
POLISHED.COM INC.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-39418 |
|
83-3713938 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1870 Bath Avenue, Brooklyn, NY 11214
(Address of principal
executive offices) (Zip Code)
Registrant’s telephone
number, including area code: (800) 299-9470
(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:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 Stock, $0.0001 par value per share |
|
POL |
|
NYSE American LLC |
Warrants to Purchase Common Stock |
|
POL WS |
|
NYSE American 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).
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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 19, 2023,
Polished.com Inc. (the “Company”) held its annual meeting of stockholders via live audio webcast (the “Annual Meeting”).
At the Annual Meeting, the Company’s stockholders voted on two proposals, which are described in more detail in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on December 19, 2022 (the “Proxy Statement”).
At the beginning of the Annual Meeting, there were 67,883,900 shares of common stock present or represented by proxy at the Annual Meeting,
which represented 64.51% of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the
transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of
business on December 12, 2022.
The stockholders of the
Company voted on the following proposals at the Annual Meeting:
1. |
To elect the nine (9) nominees identified in the Proxy Statement to serve as directors on the Board of Directors for the ensuing year. |
|
|
2. |
To approve an amendment of the Company’s amended and restated certificate of incorporation to increase the number of shares of common stock that it is authorized to issue from 200,000,000 shares to 250,000,000 shares. |
The
Company’s inspector of elections certified the following vote tabulations:
Proposal
1: Election of Directors
Nominee | |
For | | |
Withheld | | |
Broker
Non-Votes | |
Ellery W. Roberts | |
| 34,571,950 | | |
| 9,240,660 | | |
| 24,071,290 | |
Ellette A. Anderson | |
| 32,452,143 | | |
| 11,360,467 | | |
| 24,071,290 | |
Clark R. Crosnoe | |
| 33,633,027 | | |
| 10,179,583 | | |
| 24,071,290 | |
Glyn C. Milburn | |
| 34,035,509 | | |
| 9,777,101 | | |
| 24,071,290 | |
G. Alan Shaw | |
| 36,458,111 | | |
| 7,354,499 | | |
| 24,071,290 | |
Alan P. Shor | |
| 32,551,490 | | |
| 11,261,120 | | |
| 24,071,290 | |
Edward J. Tobin | |
| 34,876,136 | | |
| 8,936,474 | | |
| 24,071,290 | |
James M. Schneider | |
| 35,991,866 | | |
| 7,820,744 | | |
| 24,071,290 | |
Houman Akhavan | |
| 41,249,243 | | |
| 2,563,367 | | |
| 24,071,290 | |
Each
of the nine nominees for director was elected to serve until the next annual meeting of stockholders and until his or her successor has
been elected and qualified, or until his or her earlier resignation or removal.
Proposal
2: Charter Amendment
The
information set forth in Item 8.01 of this Current Report is incorporated into this Item 5.07 by reference.
Item
8.01 Other Events.
With
respect to Proposal 2, regarding an amendment to the Company’s amended and restated certificate of incorporation to increase the
number of shares of common stock that it is authorized to issue from 200,000,000 shares to 250,000,000 shares, the Annual Meeting was
adjourned to February 2, 2023, at 11:00 a.m. Eastern Time. The adjourned Annual Meeting will be held via live webcast, at https://web.lumiagm.com/295686073.
The purpose of the adjournment is to allow additional time for the Company’s stockholders to vote on Proposal 2.
On
January 19, 2023, the Company issued a press release announcing that the Annual Meeting has been adjourned to February 2, 2023, at 11:00
a.m. Eastern Time, with respect to Proposal 2. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated
by reference into this Item 8.01.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
|
By: |
/s/ J.E. “Rick” Bunka |
|
Name: |
J.E. “Rick” Bunka |
|
Title: |
Interim Chief Executive Officer |
Dated: January
19, 2023
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