Current Report Filing (8-k)
June 06 2023 - 10:40AM
Edgar (US Regulatory)
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2023-06-02
2023-06-02
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): June 2, 2023
EzFill
Holdings, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
001-40809 |
|
83-4260623 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2999
NE 191st Street, Suite 500, Aventura, Florida 33180
(Address
of Principal Executive Offices)
305-791-1169
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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 (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-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 |
|
EZFL |
|
NASDAQ
Capital Market |
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
noted in Item 5.07 below, on June 2, 2023, the stockholders of EzFill Holdings, Inc. (the “Company”) approved the Company’s
EzFill Holdings, Inc. 2023 Equity Incentive Plan (the “2023 Plan”), pursuant to which 900,000 shares of the Company’s
common stock will be made available for issuance under the 2023 Plan. The 2023 Plan is described in more detail in the Company’s
2023 Proxy Statement, which was filed with the Securities and Exchange Commission on April 28, 2023. A copy of the 2023 Plan is attached
hereto as Exhibit 10.1.
On
June 2, 2023 , the Board of Directors of the Company (the “Board”) approved the issuance of shares of common stock to
non-employee members of the Board pursuant to the Company’s EzFill Holdings, Inc. 2023 Equity Incentive Plan in connection with
their appointments to the Board in the aggregate amount of 339,368 shares (the “Shares”). Allen Weiss, Chairman of the Board,
received 104,072 Shares as the chairman of the Board. Jack Levine, Luis Reyes, Mark Lev, and Daniel Arbour each received 58,824 Shares.
The Shares will fully vest in 12 months from the grant date.
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
Company held its Annual Meeting of Stockholders on June 2, 2023. Each share of the Company’s common stock was entitled to one vote
per share. The matters voted upon and the results are set forth below.
Proposal
One: Election of Directors.
Stockholders
elected each of the following nominees as director to hold office until the next meeting of the Company’s stockholders and until
his or her successor is elected and qualified.
Nominee | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
Allen Weiss | |
| 15,813,696 | | |
| 54,186 | | |
| 2,101,874 | |
Jack Levine | |
| 15,716,071 | | |
| 151,811 | | |
| 2,101,874 | |
Luis Reyes | |
| 15,813,559 | | |
| 54,323 | | |
| 2,101,874 | |
Mark Lev | |
| 15,813,596 | | |
| 54,286 | | |
| 2,101,874 | |
Cheryl Hanrehan | |
| 15,733,254 | | |
| 134,628 | | |
| 2,101,874 | |
Daniel Arbour | |
| 15,683,875 | | |
| 184,007 | | |
| 2,101,874 | |
Pursuant
to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2023, Cheryl Hanrehan
resigned from the Board effective May 26, 2023.
Proposal
Two: Approval of the EzFill Holdings, Inc. 2023 Equity Incentive Plan.
As
noted above, stockholders approved the Company’s 2023 Equity Incentive Plan.
For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| 15,227,099 | | |
| 187,959 | | |
| 452,824 | | |
| 2,101,874 | |
Proposal
Three: Ratification of Appointment of Independent Auditor.
Stockholders
approved the ratification of the appointment of M&K CPAs, PLLC as the Company’s independent auditors for the fiscal year ending
December 31, 2023.
For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| 17,631,335 | | |
| 337,132 | | |
| 1,289 | | |
| 0 | |
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
June 6, 2023
EZFILL
HOLDINGS, INC. |
|
|
|
/s/
Yehuda Levy |
|
Yehuda
Levy |
|
Interim
Chief Executive Officer |
|
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