Current Report Filing (8-k)
June 25 2020 - 4:34PM
Edgar (US Regulatory)
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 23, 2020
SIMPLICITY
ESPORTS AND GAMING COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
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001-38188
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82-1231127
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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7000
W. Palmetto Park Rd., Suite 505
Boca
Raton, FL 33433
(Address
of Principal Executive Offices)
(855)
345-9467
Registrant’s
telephone number, including area code
N/A
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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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 [X]
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
June 23, 2020, Simplicity Esports and Gaming Company (the “Company”) held its 2020 virtual annual meeting of stockholders
to vote on the following matters:
1.
Election of directors
Each
of the following three nominees was elected to the Company’s Board of Directors, in accordance with the voting results listed
below, to serve for a term of two years, until the 2022 annual meeting of stockholders and until their successors have been duly
elected and have qualified.
Nominee
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For
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Withheld
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Broker Non-Votes
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Jed Kaplan
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5,258,144
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4,851
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580,388
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William H. Herrmann, Jr.
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5,258,344
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4,651
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580,388
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Max Hooper
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5,258,144
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4,851
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580,388
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2.
Approval of amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Certificate
of Incorporation”), to effect a reverse stock split of the Company’s outstanding shares of common stock, at a ratio
of no less than 1-for-2 and no more than 1-for-10, with such ratio to be determined by the sole discretion of the Board of Directors,
with any fractional shares being rounded up to the next higher whole shares (the “Reverse Split”)
Stockholders
approved the Reverse Split, in accordance with the voting results listed below.
For
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Against
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Abstain
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Broker Non-Votes
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5,775,643
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60,384
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7,356
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—
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3.
Approval of amendment to the Certificate of Incorporation to increase the total number of authorized shares of the Company’s
common stock from 20,000,000 to 36,000,000 (the “Increase in Authorized Shares”)
Stockholders
approved the Increase in Authorized Shares, in accordance with the voting results listed below.
For
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Against
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Abstain
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Broker Non-Votes
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5,614,491
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221,536
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7,356
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—
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4.
Approval of Simplicity Esports and Gaming Company 2020 Omnibus Incentive Plan (the “Omnibus Plan”)
Stockholders
approved the Omnibus Plan, in accordance with the voting results listed below.
For
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Against
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Abstain
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Broker Non-Votes
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5,227,266
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24,076
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11,653
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580,388
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5.
Approval of executive compensation (non-binding advisory vote)
Stockholders
provided advisory approval of the compensation of the Company’s named executive officers as disclosed in this proxy statement,
in accordance with the voting results listed below.
For
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Against
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Abstain
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Broker Non-Votes
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5,229,459
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21,848
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11,688
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580,388
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6.
Approval of frequency of executive compensation (non-binding advisory vote)
Stockholders
provided advisory approval of holding the executive compensation advisory votes every three years, in accordance with the voting
results listed below.
Every Three Years
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Every Two Years
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Every Year
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Abstain
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Broker Non-Votes
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4,862,646
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3,900
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51,522
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344,927
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580,388
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7.
Ratification of the Company’s Independent Auditors
Stockholders
ratified the appointment of Prager Metis CPA’s LLC as the Company’s independent registered public accounting firm
for the fiscal year ending May 31, 2021, in accordance with the voting results listed below.
For
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Against
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Abstain
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Broker Non-Votes
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5,834,395
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1,632
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7,356
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—
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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.
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SIMPLICITY
ESPORTS AND GAMING COMPANY
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Date:
June 25, 2020
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By:
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/s/
Jed Kaplan
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Jed
Kaplan
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Chief
Executive Officer and interim Chief Financial Officer
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