Item
5.07 Submission of Matters to a Vote of Security Holders.
On
April 10, 2023, Verb Technology Company, Inc. (the “Company”), held a special meeting of stockholders (the “Special
Meeting”) to vote on four Proposals, as identified below. Present virtually, or represented by valid proxy at the Special
Meeting were a total of 77,367,918 shares of the Company’s common stock, out of a total of 153,610,152 shares of common stock
issued and outstanding and entitled to vote, and the one share of the Company’s Series B Preferred Stock (the “Preferred
Stock”) that was issued and outstanding, and entitled to vote as of the record date for the Special Meeting, constituting a quorum.
As
previously described in in the Company’s Proxy Statement, the holder of record of the one outstanding share of the Company’s
Preferred Stock was entitled to 700,000,000 votes. The Preferred Stock had the right to vote only on Proposal 1 and Proposal 2,
but the votes could only be cast in the same proportion, both For and Against as the shares of the common
stock voted on Proposal 1 and Proposal 2. As such, the votes of the Preferred Stock could not change the outcome of the vote of the
common stock, only amplify it.
The
following proposals, each as described further in the Proxy Statement, were voted upon by the stockholders:
Proposal
1 – Increase in the Number of Shares of Authorized Common Stock
Stockholders
approved the amendment to increase the number of authorized common stock from 200,000,000 to 400,000,000 shares, based on the votes listed
below:
For | |
Against | |
Abstain |
589,236,632 (75.85%) | |
187,561,105 (24.14%) | |
570,181 |
Proposal
2 – Reverse Stock Split
Stockholders
approved the board of directors to effect a Reverse Stock Split of the outstanding shares of our common stock within one (1) year of
April 10, 2023, at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-forty (1-for-40) split, with the
specific ratio to be fixed within this range by the board of directors in its sole discretion without further stockholder approval, based
on the votes listed below:
For | |
Against | |
Abstain |
654,072,880 (84.16%) | |
123,068,063 (15.83%) | |
226,975 |
Proposal
3 – Incentive Plan Amendment
Stockholders
approved the amendment to the Company’s 2019 Incentive Compensation Plan to increase the number of shares authorized under the
plan by 15,000,000 shares of common stock, based on the votes listed below:
For | |
Against | |
Abstain |
28,761,933 (74.25%) | |
9,973,901 (25.74%) | |
386,308 |
Proposal
4 – Nasdaq Approval
Stockholders
approved the issuance of common stock in partial or full satisfaction of the outstanding amounts due under that certain Promissory Note
dated November 7, 2022 issued by the Company to an accredited investor, based on the votes listed below:
For | |
Against | |
Abstain |
29,828,003 (80.00%) | |
7,453,155 (19.99%) | |
1,840,984 |