DPW Holdings, Inc. Announces Results of Adjourned Annual Meeting of Stockholders
July 19 2019 - 4:05PM
Business Wire
DPW Holdings, Inc. (NYSE American: DPW), a diversified holding
company (“DPW,” or the “Company”), today announced results of the
adjourned 2019 Annual Meeting of the Company’s Stockholders (the
“Adjourned Annual Meeting”), which was held at 9:00 a.m. on July
19, 2019 and at which time Proposals 5 and 7 were approved by
stockholders.
On July 2, 2019, the Company announced that it adjourned the
initial annual meeting held on July 2, 2019 with respect to
Proposal 5 (to approve a reverse stock split of our common stock by
a ratio of not less than one-for-5 and not more than one-for-40,
with the exact ratio to be set by the board of directors) and
Proposal 7 (to approve an amendment to our 2018 Stock Incentive
Plan, which would, among other things, have increased the number of
shares of our common stock that may be issued thereunder to a total
of 7,000,000 shares), in each case for the limited purpose of
allowing additional time for stockholders to vote on the
proposal.
At the Adjourned Annual Meeting, Proposal 5 passed with more
than 50% of the votes of all issued and outstanding shares of
capital stock having been cast in its favor. The Board has not
decided when to effectuate the reverse stock split nor has it
determined what the ratio will be. Any Board action on the
foregoing matters will depend on market conditions, specifically
the market price of its common stock, and whether that market price
is in compliance with the continued listing standards set forth in
the NYSE American Company Guide. However, even if no reverse stock
split is explicitly required to remain in compliance with the
Company Guide, the Board may determine to implement it based on
other factors.
While Proposal 7 did not, unlike Proposal 5, require approval of
more than 50% of all outstanding shares of our capital stock for
the proposal to be approved, it did require that more votes be cast
for the proposal than votes cast against it. Approximately 50% of
the votes were cast in favor of Proposal 7, whereas approximately
49% of such votes were cast against it.
“I appreciate the substantial stockholder support for both
Proposal 5 and Proposal 7,” said Milton “Todd” Ault, III, Chief
Executive Officer of DPW.
About DPW Holdings, Inc.
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 definitive 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.
Forward-Looking Statements
This press release contains “forward looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,”
“expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “could,” “potential,” or similar expressions.
Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs
and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors. More
information, including potential risk factors, that could affect
the Company’s business and financial results are included in the
Company’s filings with the U.S. Securities and Exchange Commission,
including, but not limited to, the Company’s Forms 10-K, 10-Q and
8-K. All filings are available at www.sec.gov and on the Company’s
website at www.DPWHoldings.com.
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