ADN Advent Technologies Holdings Inc

On June 13, 2023, the Company held its Annual Meeting, which was adjourned to June 20, 2023, solely with respect to the voting on Proposal 3 seeking to amend the Company’s Certificate of Incorporation to permit the exculpation of its officers (as described in the Proxy Statement). As of April 21, 2023, the record date of the Annual Meeting, 52,897,236 shares of common stock were issued and outstanding and more than one-third (1/3) of the issued and outstanding shares of capital stock entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business, was present, virtually online or by proxy.

At the Annual Meeting held on June 13, 2023, and reconvened on June 20, 2023, Proposals 1, 2, 3, 4 and 5 as described in the Proxy Statement were approved by the stockholders.  

The final voting results on each of the matters submitted to a vote of stockholders were as follows:

Proposal 1: To elect three Class III directors to serve for a three-year term ending as of the annual meeting in 2026 or until his/her successor is duly elected and qualified in accordance with our Certificate of Incorporation and amended and restated bylaws, or his/her earlier death, resignation, or removal. The voting results were as follows:

Proposal 2: To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 110,000,000 to 500,000,000, and in conjunction therewith, to increase the aggregate number of authorized shares to 501,000,000. The proposal required the affirmative vote of a majority of the outstanding shares of common stock by the stockholders represented in person or by proxy entitled to vote thereon. Abstentions had the same effect as votes against the proposal. The proposal was approved by a vote of stockholders as follows:

Proposal 3: To approve an amendment to the Company’s Certificate of Incorporation to permit the exculpation of its officers. The proposal required the affirmative vote of a majority of the outstanding shares of common stock by the stockholders represented in person or by proxy entitled to vote thereon. Abstentions had the same effect as votes against the proposal. The proposal was approved by a vote of stockholders as follows:

Proposal 4: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance and sale of 20% or more of the Company’s common stock pursuant to the purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to which Lincoln Park has agreed to purchase from the Company, from time to time, up to $50,000,000 of common stock. The proposal required the affirmative vote of a majority of the votes cast by the stockholders represented in person or by proxy. Abstentions and broker non-votes were not deemed to be votes cast, were not included in the tabulation of voting results, and did not affect the outcome of voting on the proposal. The proposal was approved by a vote of stockholders as follows:

Proposal 5: To ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Approval of the proposal required the affirmative vote of a majority of all votes cast at the meeting. Abstentions had no effect on the result of the vote. The proposal was approved by a vote of stockholders as follows: