Current Report Filing (8-k)
June 09 2022 - 1:57PM
Edgar (US Regulatory)
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2022-06-09
2022-06-09
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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): June 9, 2022
MINIM,
INC.
(Exact
Name Of Registrant As Specified In Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
001-37649 |
|
04-2621506 |
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
848
Elm Street, Manchester, NH |
|
03101 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(833)
966-4646
(Registrant’s
Telephone Number, Including Area Code)
MINIM,
INC.
(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, $0.01 par value per share |
|
MINM |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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
June 8, 2022, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals:
|
(i) |
the
election of eight directors to serve for the ensuing year until their successors are duly elected and qualified; |
|
|
|
|
(ii) |
the
approval of the Omnibus Incentive Compensation Plan; |
|
|
|
|
(iii) |
the
approval of the Non-Employee Directors Compensation Plan; |
|
|
|
|
(iv) |
the
ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2022; |
|
|
|
|
(v) |
a
non-binding advisory vote on the compensation of the Company’s named executive officers (the “say-on-pay” vote);
and |
|
|
|
|
(vi) |
the
approval on a shareholder proposal regarding the right to call special meetings. |
The
voting results are reported below:
Proposal
1 - Election of Directors
David
Aronoff, Dan Artusi, Graham Chynoweth, Philip Frank, Elizabeth Hitchcock, Jeremy Hitchcock, Joshua Horowitz and Sandra Howe were elected
as directors for the ensuing year until their successors are duly elected. Broker non-votes had no effect on the outcome of voting on
this proposal. The results of the election were as follows:
Name |
|
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
David
Aronoff |
|
28,007,534 |
|
1,690,639 |
|
7,698 |
|
7,683,660 |
Dan
Artusi |
|
27,857,961 |
|
1,840,212 |
|
7,698 |
|
7,683,660 |
Graham
Chynoweth |
|
27,360,854 |
|
2,342,926 |
|
2,091 |
|
7,683,660 |
Philip
Frank |
|
27,581,672 |
|
2,122,108 |
|
2,091 |
|
7,683,660 |
Elizabeth
Hitchcock |
|
27,368,166 |
|
2,335,424 |
|
2,281 |
|
7,683,660 |
Jeremy
Hitchcock |
|
27,370,040 |
|
2,333,590 |
|
2,241 |
|
7,683,660 |
Joshua
Horowitz |
|
27,506,666 |
|
2,191,507 |
|
7,698 |
|
7,683,660 |
Sandra
Howe |
|
27,576,235 |
|
2,121,938 |
|
7,698 |
|
7,683,660 |
Proposal
2 – Omnibus Incentive Compensation Plan
The
approval of the Omnibus Incentive Compensation Plan was ratified. Broker non-votes had no effect on the outcome of voting on this proposal.
The results of the vote were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
28,864,315 |
|
776,914 |
|
64,642 |
|
7,683,660 |
Proposal
3 – Non-Employee Directors Compensation Plan
The
approval of the Non-Employee Directors Compensation Plan was ratified. Broker non-votes had no effect on the outcome of voting on this
proposal. The results of the vote were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
28,828,781 |
|
832,594 |
|
44,496 |
|
7,683,660 |
Proposal
4 - Ratification of the Appointment of RSM US LLP
The
appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2022 was ratified. The results of the vote were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
37,362,496 |
|
22,611 |
|
4,424 |
|
— |
Proposal
5 – Say on Pay
The
non-binding advisory vote the compensation of the Company’s named executive officers was approved. Broker non-votes had no effect
on the outcome of voting on this proposal. The results of the vote were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
28,839,494 |
|
803,732 |
|
62,645 |
|
7,683,660 |
Proposal
6 – Special Shareholder Meetings
The
amendment to the Company’s Amended and Restated Bylaws that will provide that one or more Minim stockholders beneficially holding,
in the aggregate, ten percent (10%) or more of our outstanding common stock shall have the power to call a special stockholder meeting
was rejected by the holders of a majority of the outstanding shares of the Company’s Common Stock. Broker non-votes had no effect
on the outcome of voting on this proposal. The results of the vote were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
2,876,146 |
|
24,498,619 |
|
2,331,106 |
|
7,683,660 |
SIGNATURE
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.
Dated:
June 9, 2022 |
MINIM,
INC. |
|
|
|
|
By: |
/s/
Mehul Patel |
|
Name: |
Mehul
Patel |
|
Title: |
Chief
Financial Officer |
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