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):

 

July 22, 2021

 

SURNA INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-54286   27-3911608
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

1780 55th Street, Suite C

Boulder, Colorado 80301

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (303) 993-5271

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] 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
None   n/a   n/a

 

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 5.07 — Submission of Matters to a Vote of Security Holders

 

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Surna Inc. (the “Company”) was held on July 22, 2021. At the Annual Meeting, the Company’s stockholders:

 

  Elected three incumbent directors to serve until the next annual meeting of the Company’s stockholders or until their respective successors have been duly elected and qualified;
  Ratified Sadler, Gibb & Associates as the reviewing independent accountants for the Company for fiscal year 2021;
  Approved the Company’s 2021 Performance Equity Plan;
  Approved, on an advisory basis, to hold a vote on “Say on Pay”; and
  Approved, on an advisory basis, the three-year frequency of an advisory vote on executive compensation.

 

The number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each Proposal is set forth below.

 

Proposal 1  

 

Shares For

   

 

Shares Withheld

   

Broker

Non- Votes

 
Anthony K. McDonald     128,044,722       12,717,065       37,279,254  
James R. Shipley     128,316,722       12,445,065       37,279,254  
Nicholas J. Etten     128,399,251       12,362,536       37,279,254  

 

 

Proposal 2   Shares For     Shares Against     Shares Abstaining  
Ratification of the appointment of Sadler, Gibb & Associates, L.L.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2021.     173,295,966       1,978,655       2,766,420  

 

 

Proposal 3   Shares For     Shares Against     Shares Abstaining     Broker Non-Votes  
Approve of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares to Eight Hundred Fifty Million (850,000,000) of which Seven Hundred Million (700,000,000) shares will be common stock, with a par value of $0.00001 per share, and One Hundred Fifty Million (150,000,000) shares will be preferred stock, with a par value of $0.00001 per share.     137,209,470       36,404,258       1,185,877       3,241,436  

 

 
 

 

Proposal 4   Shares For     Shares Against     Shares Abstaining     Broker Non-Votes  
Approve of an amendment to the Company’s Articles of Incorporation to change the rights, preferences, limitations and terms of the Company’s preferred stock to allow the Company to redeem the outstanding shares of the preferred stock by issuance of one share of the Company’s common stock for each one hundred shares of preferred stock being redeemed by the Company.     124,721,353       14,036,560       2,003,874       37,279,254  

 

The class of preferred stock outstanding voted with the common stock and also separately as a class. The results above include the votes of the common stock and the preferred stock. The separate class vote of the preferred stock was as follows: Shares For: 35,187,609, Shares Against 2,981,722, and Shares Abstaining: -0-.

 

Proposal 5   Shares For     Shares Against     Shares Abstaining     Broker Non-Votes  
Approve an amendment to the Company’s Articles of Incorporation to change the rights of the common stock to eliminate any right of stockholder action by written consent.     114,715,343       23,510,875       2,535,569       37,279,254  

 

Proposal 6   Shares For     Shares Against     Shares Abstaining     Broker Non-Votes  
Approve an amendment to the Company’s Articles of Incorporation to add a provision for the call of any special or annual meeting to be the right of the board acting together by a majority of the board, any two directors acting together, the chief executive officer or president of the Company or any one or more stockholders together holding at least twenty-five percent (25%) of the voting power of the capital stock issued and outstanding and entitled to vote thereat.     124,765,134       13,914,569       2,082,084       37,279,254  

 

Proposal 7   Shares For     Shares Against     Shares Abstaining     Broker Non-Votes  
Approve an amendment to the Company’s Articles of Incorporation to permit the Board, without requiring the approval of the stockholders and without correspondingly decreasing the number of authorized shares of the class, to decrease the number of issued and outstanding shares of common stock or preferred stock, so long as the decrease is applied proportionally to any class of stock so decreased.     114,088,300       24,467,885       2,205,602       37,279,254  

 

 
 

 

Proposal 8   Shares For     Shares Against     Shares Abstaining     Broker Non-Votes  
Approve the 2021 Performance Equity Plan of the Company.     123,780,895       11,539,601       5,441,291       37,279,254  

 

Proposal 9   Shares For     Shares Against     Shares Abstaining     Broker Non-Votes  
Approve the Board, at its discretion, at any time until December 31, 2021, (i) to effect a reverse stock split of the common stock with a ratio not less than two-for-one but not greater than one hundred-fifty-for-one and (ii) in conjunction therewith to amend the Articles of Incorporation to decrease the authorized number of shares of common stock and preferred stock to any amount less than 700,000,000 but not less than 150,000,000 shares of common stock and to any amount less than 150,000,000 but not less than 25,000,000 shares of preferred stock.     108,533,863       31,755,925       471,999       37,279,254  

 

Proposal 10   Shares For     Shares Against     Shares Abstaining     Broker Non-Votes  
To obtain an advisory vote on the executive pay, under the “Say on Pay” proxy requirements.     115,843,933       18,031,989       6,885,865       37,279,254  

 

Proposal 11   Shares For One Year     Shares For Two Years     Shares for Three Years     Shares Abstaining     Broker Non-Votes  
To obtain an advisory vote on the frequency of the “Say on Pay” advisory vote every three years.     18,138,832       7,615,297       98,455,245       16,552,413       37,279,254  

 

Proposal 12   Shares For     Shares Against     Shares Abstaining    

Broker

Non-

Votes

 
To an adjournment of the meeting of stockholders     153,472,724       16,990,082       4,336,799       3,241,436  

 

 
 

 

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.

 

Date: July 23, 2021 SURNA INC.
     
  By /s/ Anthony K. McDonald
    Anthony K. McDonald
    President and Chief Executive Officer

 

 

 

 

Surna (QB) (USOTC:SRNA)
Historical Stock Chart
From Nov 2021 to Dec 2021 Click Here for more Surna (QB) Charts.
Surna (QB) (USOTC:SRNA)
Historical Stock Chart
From Dec 2020 to Dec 2021 Click Here for more Surna (QB) Charts.