Item
5.07 Submission of Matters to a Vote of Security Holders.
On
March 31, 2021, the 2021 annual meeting of shareholders (the “Annual Meeting”) of BTCS Inc. (the “Company”)
was held. The following proposals were submitted to a vote by the Company’s shareholders at the Annual Meeting: (i) election
of three members to the Company’s Board of Directors for a one-year term expiring at the next annual meeting of shareholders
(Proposal 1); (ii) approval of the Company’s 2021 Equity Incentive Plan (Proposal 2); (iii) ratification of the appointment
of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021
(Proposal 3); (iv) ratification and approval of the issuance of the Company’s Series C-2 Preferred Stock to Messrs. Charles
Allen, Michal Handerhan, executive officers and directors, and David Garrity, a director (Proposal 4); and (v) ratification and
approval of the issuance of shares of restricted stock units and stock options to Messrs. Charles Allen, Michal Handerhan, and
David Garrity (Proposal 5). All of these proposals were described in more detail in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission on February 16, 2021.
Set
forth below are the voting results on the proposals submitted to the shareholders for approval at the Annual Meeting.
Proposal
1. The Company’s shareholders voted to elect the following three directors to hold office for a one-year term expiring
at the next annual meeting of shareholders.
Directors
|
|
Votes Cast For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
Charles Allen
|
|
7,526,331
|
|
537,070
|
|
15,385,055
|
Michal Handerhan
|
|
7,492,883
|
|
570,518
|
|
15,385,055
|
David Garrity
|
|
7,553,126
|
|
510,275
|
|
15,385,055
|
Proposal
2. The Company’s shareholders voted to approve the Company’s 2021 Equity Incentive Plan.
Votes For
|
|
Votes Cast Against
|
|
Abstentions
|
6,632,419
|
|
929,214
|
|
501,768
|
Proposal
3. The Company’s shareholders voted to ratify the appointment of RBSM LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2021.
Votes For
|
|
Votes Cast Against
|
|
Abstentions
|
22,180,439
|
|
368,434
|
|
899,583
|
Proposal
4. The Company’s shareholders voted to ratify and approve the issuance of the Company’s Series C-2 Preferred Stock
to Messrs. Charles Allen, Michal Handerhan, executive officers and directors, and David Garrity, a director.
Votes Cast For
|
|
Votes Cast Against
|
|
Abstentions
|
6,422,488
|
|
1,211,962
|
|
428,951
|
Proposal
5. The Company’s shareholders voted to ratify and approve the issuance of shares of restricted stock units and stock
options to Messrs. Charles Allen, Michal Handerhan, executive officers and directors, and David Garrity, a director.
Votes Cast For
|
|
Votes Cast Against
|
|
Abstentions
|
6,169,308
|
|
1,450,339
|
|
443,754
|
As
of the record date, there were (i) 44,929,257 shares of common stock outstanding (one vote per share) and (ii) 29,414 shares of
Series C-1 Preferred Stock (“Series C-1”) (representing a total of 196,094 votes), for a combined amount of 45,125,351
votes. At the Annual Meeting, there were 23,281,776 shares of common stock and 29,414 shares of Series C-1 present or represented
by proxy, which represented approximately 52% of the combined voting power entitled to vote at the Annual Meeting (voting together
as a single class), and which constituted a quorum for the transaction of business.
Proposal
1 required a plurality vote and Proposals 2, 3, 4 and 5 required an affirmative vote of the majority of the votes cast, including
abstentions. Each of the three nominees for director was elected to serve until the next annual meeting of shareholders and until
his successor has been elected and qualified, or until his earlier death, resignation, or removal. Additionally, all proposals
were approved.