false
2023-12-05
0001591956
Sphere 3D Corp.
0001591956
2023-12-05
2023-12-05
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):
December 5, 2023
SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)
|
Ontario
|
001-36532
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98-1220792
|
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
895 Don Mills Road
Bldg. 2, Suite 900
Toronto, Ontario, Canada
M3C 1W3
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (647) 952 5049
Not Applicable
(Former name or former address, if changed since last report)
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 Symbols |
|
Name of each exchange on which registered |
|
Common Shares
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|
ANY
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NASDAQ Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
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 December 5, 2023, Sphere 3D Corp. (the "Company") held an Annual Meeting of Shareholders ("Meeting"). Of the 14,355,336 shares of the Company's common shares outstanding as of the record date, 5,960,723 shares or approximately 42%, were represented at the Meeting, constituting a quorum present at the Meeting. The shareholders considered two proposals at the Meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 9, 2023. The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
1. Election of Directors
On a vote taken regarding the election of directors, it was declared that the shareholders elected the following nominees as directors of Sphere 3D Corp. for the ensuing year or until their successors are duly elected or appointed. Voting results are as follows:
| Nominees |
Votes For |
Votes Withheld |
Broker Non-Votes |
Abstentions |
| David Danziger |
3,400,322 |
180,318 |
2,380,083 |
8,394,613 |
| Timothy Hanley |
3,400,377 |
180,263 |
2,380,083 |
8,394,613 |
| Susan Harnett |
3,401,470 |
179,170 |
2,380,083 |
8,394,613 |
| Vivekanand Mahadevan |
3,398,727 |
181,913 |
2,380,083 |
8,394,613 |
| Duncan J. McEwan |
3,400,132 |
180,508 |
2,380,083 |
8,394,613 |
| Patricia Trompeter |
3,401,341 |
179,299 |
2,380,083 |
8,394,613 |
2. Appointment of Auditors
On a vote taken regarding the appointment of auditors, it was declared that the shareholders approved the appointment of MaloneBailey LLP as auditors of Sphere 3D Corp. for the ensuing year. Voting results are as follows:
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
Abstentions
|
|
5,644,477
|
316,245
|
1
|
8,394,613
|
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibit is deemed to
have been furnished to, but not filed with, the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 5, 2023
| SPHERE 3D CORP. |
| |
|
| |
|
| By: |
/s/ Patricia Trompeter |
| |
Patricia Trompeter |
| |
Chief Executive Officer |
This report on the voting results of our Special Meeting of Shareholders held on December 5, 2023 is made in accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations. Each of the matters set out below is described in greater detail in the Notice of Meeting and Proxy Statement dated as of November 10, 2023.
1. Election of Directors
On a vote taken regarding the election of directors, it was declared that the shareholders elected the following nominees as directors of Sphere 3D Corp. for the ensuing year or until their successors are duly elected or appointed. Voting results are as follows:
2. Appointment of Auditors
On a vote taken regarding the appointment of auditors, it was declared that the shareholders approved the appointment of MaloneBailey LLP as auditors of Sphere 3D Corp. for the ensuing year. Voting results are as follows:
No other matters were voted upon.