Current Report Filing (8-k)

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 25, 2021

Stem Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-55751

61-1794883

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

2201 NW Corporate Blvd, Suite 205

Boca Raton, FL 33431

33431

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (561) 237-2931

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock par value $0.001		STMH		OTCQX

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 (see General Instruction A.2. below):

[ ]	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))

TABLE OF CONTENTS

Item 5.07	Item 5.07 Submission of Matters to a Vote of Security Holders

Item 9.01	Financial Statements and Exhibits

SIGNATURES

Item 5.07 Submission of Matters to a Vote of Security Holders

Stem Holdings, Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders on June 25, 2021. There were 220,351,263 outstanding shares eligible to vote as of the record date for the 2021 Annual Meeting and 142,921,596 shares were present either in person or by proxy at the meeting (which represented 64.86% of the issued and outstanding shares eligible to vote). At the meeting, the following actions were taken:

(i) The Company’s shareholders elected eight directors to the Company’s Board of Directors for terms expiring at the Annual Meeting in the year 2022. The directors elected, as well as the number of votes cast for and votes withheld for each individual are set forth below:

Nominee	Votes For		% Voted For			Withheld		% Withheld

Adam Berk		114,543,233		93.74	%		7,646,695		6.26	%
Steve Hubbard		108,186,501		88.54	%		14,003,427		11.46	%
Garrett M. Bender		118,186,501		96.70	%		4,033,137		3.30	%
Lindy Snider		92,957,565		76.08	%		29,232,363		23.92	%
Dennis Suskind		113,017,096		92.49	%		9,172,832		7.51	%
Salvador Villanueva		81,048,034		66.33	%		41,141,894		33.67	%
Brian Hayek		90,045,577		73.69	%		21,144,351		26.31	%
Robert L. B. Diener		92,738,915		75.90	%		29,451,013		24.10	%

(ii) The Company’s shareholders approved a proposal to amend the Company’s Articles of Incorporation to increase the number of authorized common shares from 300,000,000 shares to 750,000,000 shares, with the following votes:

	Amount
Votes for approval:		101,346,890
Votes against:		40,701,750
% Voted for approval		71.34	%
% Voted against approval:		28.65	%
Abstentions:		872,956
% Abstentions:		0.6	%

(iii) The Company’s shareholders approved a proposal to authorize a reverse split of the Company’s outstanding Common Shares, at the discretion of the Board of Directors within a range of one (1) post-split common share for each two (2) pre-split common shares outstanding on the record date and ten (10) pre-split common share, with the following votes:

	Amount
Votes for approval:		102,360,870
Votes against:		39,011,014
% Voted for approval		72.40	%
% Voted against approval:		27.59	%
Abstentions:		1,549,712
% Abstentions:		1.16	%

(iv) The Company’s shareholders approved a proposal to authorize a change of name of the Company to Driven by Stem, Inc., with the following votes:

	Amount
Votes for approval:		138,508,078
Votes against:		3,475,365
% Voted for approval		97.55	%
% Voted against approval:		2.44	%
Abstentions:		938,153
% Abstentions:		0.6	%

(v) The Company’s shareholders approved a proposal to ratify the Audit Committee’s appointment of LJ Soldinger LLC as the Company’s independent registered public accounting firm for the year ending September 30, 2021, with the following votes:

	Amount
Votes for approval:		136,896,783
Votes against:		5,158,273
% Voted for approval		96.36	%
% Voted against approval:		3.63	%
Abstentions:		866,540
% Abstentions:		0.6	%

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

None.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.