ITEM 8.01. OTHER EVENTS
As previously reported
in
the Current Report on Form 8-K filed on July 2, 2019, by DPW Holdings, Inc. (the “
Company
”),
at the Company’s 2019 Annual Meeting of Stockholders (the “
Annual Meeting
”), the Chairman of the
Board of Directors (the “
Board
”) adjourned the vote on the following proposals until 9:00 a.m. Pacific Time
on July 19, 2019:
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Proposal 5: approval of
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
; and
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Proposal 7: approval of a
n amendment to the DPW Holdings, Inc. 2018 Stock Incentive Plan, as amended and restated as of May 13, 2019.
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At
the Annual Meeting, the Company received sufficient votes with respect to the election of directors, as well as for Proposal 2
(ratification of appointment of independent registered public accounting firm for the year ending December 31, 2019), Proposal
3 (approval, on a non-binding advisory basis, of named executive officer compensation) and Proposal 6 (approval of the
issuance
of 250,000 shares of common stock and the grant of options pursuant to the Employment Agreement dated April 12, 2019, as subsequently
amended, by and between the Company and Henry Nisser
). The Company did not, however, receive
sufficient votes to approve Proposal 5, which requires the affirmative vote of
50% of all of the Company’s outstanding
shares of common stock,
and Proposal 7, which requires the
approval of
a
majority of the shares of the Company's common stock present in person or by proxy and voting at the Meeting. The Company believes
that Proposals 5 and 7 will align the Company with recognized best practices in corporate governance and adjourned the voting with
respect to such Proposals to solicit additional proxies for approval thereof.
The
Board recommends that stockholders vote “FOR” Proposals 5 and 7.
The Board believes the proposed
reverse split is in the best interests of the stockholders, principally because its failure to pass will in all likelihood mean
that the Company’s shares of common stock will be delisted from the NYSE American. Similarly, with respect to Proposal 7,
the Board believes the proposed increase in the number of shares of common stock underlying the 2018 Stock Incentive Plan is in
the best interests of the stockholders.
The
Annual Meeting will reconvene at 9:00 a.m. Pacific Time on July 19, 2019 and will be
held at the Hyatt Regency Newport Beach
located at 1107 Jamboree Road, Newport Beach, CA 92660.
Stockholders will be able to attend
the reconvened Annual Meeting in person or vote their shares electronically at the Annual Meeting. Valid proxies relative to Proposals
5 and 7 that were previously submitted by stockholders in connection with the Annual Meeting will continue to be valid for purposes
of the reconvened Annual Meeting. Stockholders are encouraged to read the Company’s definitive proxy statement dated June
7, 2019, which includes a comprehensive review of Proposals 5 and 7.
The
Board previously selected
May 23, 2019,
as the record date for determining stockholders
entitled to vote at the Annual Meeting. This means that a stockholder registered with the Company’s transfer agent and registrar,
Computershare Trust Company, N.A., on the record date may vote his or her shares on the matters to be considered at the reconvened
Annual Meeting. If shares were held in street name on that date, please refer to the instructions provided by your broker or nominee
for further information. They are seeking your instructions on how you want your shares voted. Please be sure to give specific
voting instructions to your broker.
How to Vote Your Shares
The Company urges all
stockholders to vote as soon as possible. Please cast your vote as soon as possible either via:
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the Internet at http://www.envisionreports.com/DPW;
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by calling 1-800-652-8683, or
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by returning the accompanying proxy card if you received a printed set of materials by mail.
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Votes submitted by phone or over the internet
must be received by 11:59 p.m. Eastern Time on July 18, 2019. Please note that voting by phone or internet may require that you
have your proxy control number available. This number is printed on the proxy card mailed to you.
Additional Information
The Company has filed a definitive proxy
statement on Schedule 14A and associated proxy card (the “
Proxy Statement
”) with the U.S. Securities and Exchange
Commission (the “
SEC
”), which was filed on June 7, 2019. The Company, its directors, its executive officers
and certain other individuals set forth in the Proxy Statement will be deemed participants in the solicitation of proxies from
stockholders in respect of the Annual Meeting. Information regarding the names of the Company’s directors and executive officers
and certain other individuals and their respective interests in the Company by security holdings or otherwise is set forth in the
Proxy Statement. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH OR FURNISHED TO THE SEC, INCLUDING THE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING PROXY CARD. The Proxy
Statement and a form of proxy have been mailed to stockholders of the Company. Investors and stockholders can obtain a copy of
the documents filed by the Company with the SEC, including the Proxy Statement, free of charge by visiting the SEC’s website,
www.sec.gov.