Item 5.07. Submission
of Matters to a Vote of Security Holders.
On
December 12, 2017, Spherix Incorporated (the “
Company
”) held its annual meeting of stockholders (the “
Meeting
”).
At the Meeting, the Company’s stockholders (i) re-elected Robert J. Vander Zanden, Anthony Hayes, Tim S. Ledwick and Eric
Weisblum as directors of the Company, (ii) ratified the appointment of Marcum LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2017, (iii) approved, on a non-binding, advisory basis, the Company’s
executive compensation, and (iv) approved, on a non-binding, advisory basis, the frequency of one year for the Company to hold
advisory votes on its executive compensation. Stockholders of record at the close of business on November 1, 2017 were entitled
to one vote for each share of common stock, ten/nineteenths votes per share of Series D Convertible Preferred Stock (as converted,
one vote for each of 2,487 shares of common stock) and ten/nineteenths votes per share of Series D-1 Convertible Preferred Stock
(as converted, one vote for each of 439 shares of common stock) held. On November 1, 2017, there were 6,235,898 shares of
common stock issued and outstanding, 4,725 shares of Series D Convertible Preferred Stock issued and outstanding and 834 shares
of Series D-1 Convertible Preferred Stock issued and outstanding, of which 3,670,855 were represented at the Meeting, or approximately
57.91 % of the total outstanding, which was sufficient to constitute a quorum.
Set forth below are the final voting results
for each of the proposals:
Proposal No. 1 – Election of
directors
Robert J. Vander Zanden,
Anthony Hayes, Tim S. Ledwick and Eric Weisblum were elected to serve until the 2017 annual meeting of stockholders or until their
successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:
Director
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
Robert J. Vander Zanden
|
534,559
|
40,494
|
3,095,802
|
Anthony Hayes
|
526,900
|
48,153
|
3,095,802
|
Tim S. Ledwick
|
533,512
|
41,541
|
3,095,802
|
Eric Weisblum
|
534,362
|
40,691
|
3,095,802
|
Proposal No. 2 – Ratification
of the appointment of independent registered public accounting firm
The appointment of
Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was
ratified. The voting results were as follows:
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
3,346,762
|
37,524
|
286,569
|
-
|
Proposal No. 3 – Approval,
by non-binding advisory vote, of the Company’s executive compensation
The Company’s
executive compensation, by non-binding advisory vote, was approved. The voting results were as follows:
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
291,714
|
263,859
|
19,480
|
3,095,802
|
Proposal No. 4 – Approval,
by non-binding advisory vote, on the frequency of advisory votes on the Company’s executive compensation
The frequency of one
year for future advisory votes on the Company’s executive compensation was approved. The voting results were as follows:
3 Years
|
2 Years
|
1 Year
|
Abstentions
|
212,219
|
38,488
|
305,827
|
18,519
|
A copy of the press release issued by the
Company with respect to the Meeting is attached hereto as Exhibit 99.1.