Current Report Filing (8-k)
June 13 2022 - 4:11PM
Edgar (US Regulatory)
0001436229
false
0001436229
2022-06-13
2022-06-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 13, 2022
BTCS
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-55141 |
|
90-1096644 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
9466
Georgia Avenue #124, Silver Spring, MD 20910
(Address
of Principal Executive Offices, and Zip Code)
(202)
430-6576
Registrant’s
Telephone Number, Including Area Code
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:
☐ |
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 |
Common
Stock, $0.001 par value |
|
BTCS |
|
The
Nasdaq Stock Market
(The
Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On
June 13, 2022, the 2022 annual meeting of stockholders (the “Annual Meeting”) of BTCS Inc., a Nevada corporation (the “Company”)
was held. The following proposals were submitted to a vote by the Company’s stockholders at the Annual Meeting: (i) election of
five members to the Company’s Board of Directors for a one-year term expiring at the next annual meeting of stockholders (Proposal
1); (ii) approval of an amendment to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number
of shares of common stock authorized for issuance under the 2021 Plan from 2,000,000 to 7,000,000 shares (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, 2022 (Proposal 3); (iv) approval on a non-binding advisory basis of the compensation of the Company’s named executive officers
(Proposal 4); (v) approval on a non-binding advisory basis the frequency with which the stockholders shall vote to approve executive
compensation (Proposal 5); and (vi) approval of an adjournment of the Annual Meeting to a later date or time, if necessary, to permit
further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals
presented for a vote at the Annual Meeting (Proposal 6). All of these proposals were described in more detail in the Company’s
definitive proxy statement, as amended, filed with the Securities and Exchange Commission on April 26, 2022.
Set
forth below are the voting results on the proposals submitted to the stockholders for approval at the Annual Meeting.
Proposal
1. The Company’s stockholders voted to elect the following five directors to hold office for a one-year term expiring at the
next annual meeting of stockholders.
Directors | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
Charles Allen | |
| 5,484,429 | | |
| 35,860 | | |
| 2,896,457 | |
Michal Handerhan | |
| 5,459,338 | | |
| 60,951 | | |
| 2,896,457 | |
David Garrity | |
| 5,386,376 | | |
| 133,913 | | |
| 2,896,457 | |
Charles Lee | |
| 5,400,276 | | |
| 120,013 | | |
| 2,896,457 | |
Carol Van Cleef | |
| 5,378,209 | | |
| 142,080 | | |
| 2,896,457 | |
Proposal
2. The Company’s stockholders voted to approve the Company’s 2021 Plan to increase the number of shares of common stock
authorized for issuance under the 2021 Plan from 2,000,000 to 7,000,000 shares.
Votes For | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
4,873,950 | |
| 622,695 | | |
| 23,644 | | |
| 2,896,457 | |
Proposal
3. The Company’s stockholders voted to ratify the appointment of RBSM LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2022.
Votes For | |
Votes Against | |
Abstentions | |
8,261,877 | |
| 117,918 | |
| 36,951 | |
Proposal
4. The Company’s stockholders voted to approve on a non-binding advisory basis the compensation of the Company’s named
executive officers.
Votes For | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
5,318,437 | |
| 119,789 | | |
| 82,063 | | |
| 2,896,457 | |
Proposal
5. The Company’s stockholders voted to approve on a non-binding advisory basis the frequency with which the stockholders shall
vote to approve executive compensation.
Votes For One Year | |
Votes For Two Years | | |
Votes for Three Years | | |
Abstentions | |
662,508 | |
| 43,656 | | |
| 4,774,924 | | |
| 39,201 | |
Subsequent
to the Annual Meeting, the Board determined, in light of the voting results, to hold a stockholder vote on the compensation of executive
officers every three years.
As
there were sufficient votes to approve proposals 1 through 5, proposal 6 was moot.
There
were 12,627,385 shares outstanding on the record date of the meeting and a total of 8,416,746 shares were voted or represented by proxy,
which represented approximately 67% of the voting power entitled to vote at the Annual Meeting. Each
of the five nominees for director was elected to serve until the next annual meeting of stockholders and until such nominee’s successor
has been elected and qualified, or until such nominee’s earlier death, resignation, or removal and stockholders voted for three
years under Proposal 5. Additionally, all other proposals were approved.
SIGNATURE
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.
|
BTCS
INC. |
|
|
|
Date:
June 13, 2022 |
By: |
/s/
Charles W. Allen |
|
Name: |
Charles
W. Allen |
|
Title: |
Chief
Executive Officer |
BTCS (NASDAQ:BTCS)
Historical Stock Chart
From Aug 2024 to Sep 2024
BTCS (NASDAQ:BTCS)
Historical Stock Chart
From Sep 2023 to Sep 2024