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ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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On July 2, 2019, at the 2019 Annual Meeting
of Stockholders (the “
Meeting
”) of DPW Holdings, Inc. (the “
Company
”), the Company’s
stockholders voted on the following proposals:
Proposal One
: The election of six directors named by the Company.
|
|
For
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Against
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Withheld
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Broker
Non-Votes
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Milton Ault, III
|
|
5,988,227
|
|
0
|
|
1,778,416
|
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17,419,480
|
William B Horne
|
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4,333,999
|
|
0
|
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3,432,644
|
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17,419,480
|
Amos Kohn
|
|
3,836,628
|
|
0
|
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3,930,015
|
|
17,419,480
|
Robert O. Smith
|
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3,965,354
|
|
0
|
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3,801,289
|
|
17,419,480
|
Moti Rosenberg
|
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3,972,586
|
|
0
|
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3,794,057
|
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17,419,480
|
Jeffrey A. Bentz
|
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3,996,750
|
|
0
|
|
3,769,893
|
|
17,419,480
|
Proposal Two
: The ratification of Marcum
LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
For
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Against
|
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Abstain
|
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Broker Non-Votes
|
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21,890,391
|
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1,855,863
|
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1,439,869
|
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0
|
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Proposal Three
: On a non-binding advisory basis, the compensation
of the Company’s named executive officers (“
Say-On-Pay
”).
For
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Against
|
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Abstain
|
|
Broker Non-Votes
|
|
5,054,649
|
|
2,136,984
|
|
575,010
|
|
17,419,480
|
|
Proposal Four
: The frequency of the Say-on-Pay advisory vote
on executive compensation.
In a non-binding advisory vote on the frequency of future
Say-on-Pay votes held at the Meeting, 3,984,802 shares voted for one year, 420,693 shares voted for two years, 2,638,533 shares
voted for three years, 722,615 shares were withheld and there were 17,419,480 broker non-votes. The Company has considered the
outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company’s board
of directors in the proxy statement for the Meeting, that the Company will hold future Say-on-Pay votes every three years until
the occurrence of the next advisory vote on the frequency of Say-on-Pay votes. The next advisory vote regarding the frequency of
Say-on-Pay votes is required to occur no later than the Company’s 2025 Annual Meeting of Stockholders.
Proposal Five
: An amendment to the Company’s
Certificate of Incorporation to effect a reverse stock split of its Class A Common Stock by a ratio of not less than one-for-5
and not more than one-for-40 at any time prior to July 1, 2020, with the exact ratio to be set at a whole number within this range
as determined by the Board of Directors in its sole discretion.
The Company adjourned the meeting with
respect to Proposal 5 for the limited purpose of allowing additional time for stockholders to vote on the proposal.
Although Proposal 5 has exceeded 64%
approval of the votes cast, approval of more than 50% of all of the Company’s outstanding shares of common stock is necessary
for the proposal to be approved. While the votes cast prior to adjournment strongly favored the proposal, approximately 12,558,782
shares remained unvoted on this proposal.
Based on the total votes cast prior to adjournment, the
Board elected to withdraw Proposal 5 and adjourn the Meeting until 9:00 a.m. (Pacific Time) on July 19, 2019 for
the sole purpose of allowing additional time for stockholders to vote on Proposal 5.
Proposal Six
:
Pursuant
to the Nisser Employment Agreement (as defined in the proxy statement filed with the Securities and Exchange Commission on June
7, 2019) dated April 12, 2019 (as subsequently amended), the issuance of 250,000 shares of Common Stock, 50% of which shall vest
upon the effective date of such agreement, with the remainder vesting ratably over 48 months beginning on June 1, 2019, and the
grant of options, and the underlying shares of common stock issuable thereunder, to purchase 750,000 shares of common stock at
an exercise price of $0.22, which shall vest ratably over 48 months, in order to comply with listing Rule 711 of the NYSE American.
For
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Against
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Abstain
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Broker Non-Votes
|
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4,937,104
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2,213,577
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615,962
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17,419,480
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Proposal Seven
:
An amendment
to the DPW Holdings, Inc. 2018 Stock Incentive Plan, as amended and restated as of May 13, 2019.
The Company adjourned the meeting with
respect to Proposal 7 for the limited purpose of allowing additional time for stockholders to vote on the proposal.
Of the votes cast at the Meeting, 2,554,335
shares voted for the proposal, 4,998,675 shares voted against the proposal, 213,633 shares abstained and there were 17,419,480
broker non-votes. Approval of
a majority of the shares of the Company's Common Stock present
in person or by proxy and voting at the Meeting is
necessary for the proposal to be approved. While the votes cast prior
to adjournment did not favor the proposal, approximately 12,558,782 shares remained unvoted on this proposal.
Based on the total votes cast prior to adjournment, the
Board elected to withdraw Proposal 7 and adjourn the Meeting until 9:00 a.m. (Pacific Time) on July 19, 2019 for
the sole purpose of allowing additional time for stockholders to vote on Proposal 7.