Marathon Patent Group Announces Results of Annual Meeting of Shareholders
December 12 2018 - 4:42PM
Marathon Patent Group, Inc. (NASDAQ:
MARA)
("Marathon" or "Company"), today announced that on December 11,
2018, the Company held an annual meeting of shareholders (the
“Meeting”). As of the record date for the Meeting, 25,519,940
shares of common and preferred stock were issued and
outstanding. A total of 18,526,859 shares of common and
preferred stock, constituting a quorum, were present and accounted
for at the Meeting. At the Meeting, the Company’s
stockholders approved the following proposals:
(i) The reelection of each of the Class I following current
directors of the Company, who were candidates for reelection.
The directors were reelected, and the votes were cast as
follows:
Name |
Votes For |
Votes Against |
Abstentions |
David P. Lieberman |
4,858,247 |
- |
394,911 |
Fred Thiel |
4,864,565 |
- |
388,593 |
(ii) The reelection of each of the Class II following current
directors of the Company, who were candidates for reelection.
The directors were reelected, and the votes were cast as
follows:
Name |
Votes For |
Votes Against |
Abstentions |
Michael Berg |
4,882,652 |
- |
369,206 |
Michael Rudolph |
4,884,268 |
- |
367,590 |
(iii) The authorization of the Board, without further action of
the stockholders, to amend the Articles of Incorporation to
implement a reverse stock split of our capital stock, at a ratio
within the range of 1-for-2 to 1-for-10 at any time prior to
December 31, 2018. The authorization was approved, and the
votes were cast as follows:
Votes For |
Votes Against |
Abstentions |
14,707,276 |
3,690,973 |
128,605 |
(iv) To approve the issuance of securities in one or more
non-public offerings where the maximum discount at which securities
will be offered will be equivalent to a discount of 20% below the
market price of our common stock, as required by and in accordance
with Nasdaq Marketplace Rule 5635(d). The issuance was
approved, and the votes were cast as follows:
Votes For |
Votes Against |
Abstentions |
4,449,086 |
784,046 |
20,026 |
(v) To approve an amendment to the Company’s
2018 Equity Incentive Plan to eliminate the performance-based
compensation exception to the deductibility limitations under
Section 162(m) of the Internal Revenue Code and to include any
individual who was our then current or former named executive
officers as a “covered employee,” such that payments to former
employees will be subject to the deduction limitations
thereunder. Although the approval was not granted, the
Company has amended the Plan to eliminate the exception, and it
intends to continue to submit this amendment to its shareholders
until the requisite approval is obtained. The votes
were cast as follows:
Votes For |
Votes Against |
Abstentions |
4,527,035 |
678,059 |
48,061 |
(vi) The ratification of the appointment
of RBSM, LLP, as the Company’s independent registered
certified public accountant for the fiscal year ended December 31,
2018. The appointment was ratified, and the votes were cast
as follows:
Votes For |
Votes Against |
Abstentions |
16,731,601 |
1,540,421 |
154,836 |
Merrick Okamoto, Marathon’s CEO and Chairman stated, “I’d like
to thank our shareholders for their continued support while
empowering us to do what we believe in our collective best interest
towards value creation.”
Investor Notice
Investing in our securities involves a high degree of risk.
Before making an investment decision, you should carefully consider
the risks, uncertainties and forward-looking statements described
under "Risk Factors" in Item 1A of our most recent Annual Report on
Form 10-K for the fiscal year ended December 31, 2017. If any of
these risks were to occur, our business, financial condition or
results of operations would likely suffer. In that event, the value
of our securities could decline, and you could lose part or all of
your investment. The risks and uncertainties we describe are not
the only ones facing us. Additional risks not presently known to us
or that we currently deem immaterial may also impair our business
operations. In addition, our past financial performance may not be
a reliable indicator of future performance, and historical trends
should not be used to anticipate results in the future. See "Safe
Harbor" below.
Forward-Looking Statements
Statements made in this press release include forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934. Forward-looking statements can be identified by the use of
words such as “may,” “will,” “plan,” “should,” “expect,”
“anticipate,” “estimate,” “continue,” or comparable terminology.
Such forward-looking statements are inherently subject to certain
risks, trends and uncertainties, many of which the Company cannot
predict with accuracy and some of which the Company might not even
anticipate and involve factors that may cause actual results to
differ materially from those projected or suggested. Readers are
cautioned not to place undue reliance on these forward-looking
statements and are advised to consider the factors listed above
together with the additional factors under the heading “Risk
Factors” in the Company's Annual Reports on Form 10-K, as may be
supplemented or amended by the Company's Quarterly Reports on Form
10-Q. The Company assumes no obligation to update or supplement
forward-looking statements that become untrue because of subsequent
events, new information or otherwise.
Name: Jason Assad Phone: 678-570-6791 Email:
Jason@marathonpg.com
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