Item 5.03.
Amendments to Articles of Incorporation or B
ylaws; Change in Fiscal Year.
On September 5, 2018, LM Funding America, Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation, as amended, of the Company with the Secretary of State of the State of Delaware (the “Certificate of Amendment”). The Certificate of Amendment, formally approved by the Company’s stockholders on August 30, 2018, as discussed under Item 5.07 below, increases the total number of shares of the Company’s common stock that the Company is authorized to issue from 10,000,000 to 30,000,000 shares. The Certificate of Amendment is also described in the Company’s Definitive Proxy Statement filed on August 7, 2018, in the section entitled “PROPOSAL 5: AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.” The Company’s Certificate of Incorporation, as amended by the Certificate of Amendment (which was effective upon filing), is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On August 30, 2018, the Company held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). The Company previously filed with the SEC its Definitive Proxy Statement and related materials pertaining to the Annual Meeting on August 7, 2018. On the record date of July 24, 2018 there were 6,253,189 shares of Company common stock outstanding and eligible to vote. At the Annual Meeting, the stockholders: (i) elected the three persons identified below to serve as Class III directors of the Company to hold office until the Company’s 2021 Annual Meeting of Shareholders and until their successors are duly elected and qualified; (ii) ratified the appointment of Malone Bailey LP as the independent auditor of the Company; (iii) approved an amendment (in the event it is deemed by the Company’s Board of Directors to be advisable) to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding common stock; (iv) approved the issuance and sale by the Company to ESOUSA Holdings, LLC of more than 19.99% of the Company’s outstanding common stock for purposes of complying with Nasdaq Listing Rule 5635(d); and (v) approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 10,000,000 shares to 30,000,000 shares.
Proposal 1: Election of Directors
The final results of stockholder voting on the election of Class III directors were as follows:
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Martin A. Traber
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2,378,405
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41,825
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2,199,865
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Andrew Graham
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2,383,468
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36,762
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2,199,865
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Fred Mills
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2,383,369
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36,861
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2,199,865
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Proposal 2: Ratification of the appointment of Malone Bailey LP as the Company’s Independent Auditor
The final results of stockholder voting on the ratification of the appointment of Malone Bailey LP as the Company’s independent auditor to audit the Company’s 2018 financial statements were as follows:
Votes For
Votes AgainstVotes AbstainBroker Non-Votes
4,471,458
74,380
74,257
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Proposal 3: Approval of an amendment (in the event it is deemed by the Company’s Board of Directors to be advisable) to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding common stock
.
The final results of stockholder voting on the approval of an amendment (in the event it is deemed by the Company’s Board of Directors to be advisable) to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio within the range of one-for-two (1:2) to one-for-ten (1:10), as determined by the Board of Directors, were as follows:
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
3,610,756
931,081
78,258
-
Proposal 4: Approval of
the issuance and sale to ESOUSA Holdings, LLC of more than 19.99% of the Company’s outstanding common stock for purposes of complying with Nasdaq Listing Rule 5635(d)
.
The final results of stockholder voting on the approval of the issuance and sale by the Company to ESOUSA Holdings, LLC of more than 19.99% of the Company’s outstanding common stock for purposes of complying with Nasdaq Listing Rule 5635(d) were as follows:
Votes For
Votes AgainstVotes AbstainBroker Non-Votes
2,335,610
78,403
6,217
2,199,865
Proposal 5: Approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 10,000,000 shares to 30,000,000 shares.
The final results of stockholder voting on the approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 10,000,000 shares to 30,000,000 shares were as follows:
Votes For
Votes AgainstVotes AbstainBroker Non-Votes
3,484,971
928,444
206,680
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The stockholders did not vote on any other matters at the Annual Meeting.