Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Amendment
to Amended and Restated 2019 Long Term Incentive Plan
On
December 14, 2020, the stockholders of Akerna Corp. (the “Company”), approved an amendment to the Company’s
Amended and Restated 2019 Long Term Incentive Plan (the “Incentive Plan”) to clarify that Incentive Stock Options
can only be issued to employees of the Company, a subsidiary of the Company or parent of the Company.
Accordingly,
pursuant to the amendment, Section 4 of the Incentive Plan which previously read as follows:
Awards
may be made or granted to employees, officers, directors and consultants of the Company or its Subsidiaries, Parent or Affiliates
who are deemed to have rendered or to be able to render significant services to the Company or its Subsidiaries and who are deemed
to have contributed or to have the potential to contribute to the success of the Company or Subsidiary and which recipients are
qualified to receive options under the regulations governing Form S-8 registration statements under the Securities Act of 1933,
as amended (“Securities Act”). No Incentive Stock Option shall be granted to any person who is not an employee of
the Company, a Subsidiary , Parent or Affiliate (including any non-employee directors) at the time of grant or so qualified as
set forth in the immediately preceding sentence. Notwithstanding anything to the contrary, an award may be made or granted to
a person in connection with his hiring or retention, or at any time on or after the date he reaches an agreement (oral or written)
with the Company or its Subsidiaries, Parent or Affiliates with respect to such hiring or retention, even though it may be prior
to the date the person first performs services for the Company or its Subsidiaries; provided, however, that no portion of any
such award shall vest prior to the date the person first performs such services and the date of grant shall be deemed to be the
date hiring or retention commences.
has
been amended to read as follows (revised sentences underlined):
Awards
may be made or granted to employees, officers, directors and consultants of the Company or its Subsidiaries, Parent or Affiliates
who are deemed to have rendered or to be able to render significant services to the Company or its Subsidiaries and who are deemed
to have contributed or to have the potential to contribute to the success of the Company or Subsidiary and which recipients are
qualified to receive options under the regulations governing Form S-8 registration statements under the Securities Act of 1933,
as amended (“Securities Act”). Only employees of the Company, a Subsidiary or a Parent are eligible to receive
Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an employee of the Company, a Subsidiary
or Parent (including any non-employee directors) at the time of grant of the Option. Notwithstanding anything to the contrary,
an award other than an Incentive Stock Option may be made or granted to a person in connection with his hiring or retention, or
at any time on or after the date he reaches an agreement (oral or written) with the Company or its Subsidiaries, Parent or Affiliates
with respect to such hiring or retention, even though it may be prior to the date the person first performs services for the Company
or its Subsidiaries; provided, however, that no portion of any such award shall vest prior to the date the person first performs
such services and the date of grant shall be deemed to be the date hiring or retention commences.
The
above description of the amended provisions of the Incentive Plan is qualified in its entirety by the amended Incetive Plan, which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders
Annual
Meeting of Stockholders
On
December 14, 2020, the Company held its 2020 Annual General Meeting of Shareholders (the “Meeting”). The Meeting was
reconstituted following its adjournment on November 30, 2020, in order to obtain quorum. The matters submitted for a vote and
the related results are set forth below. A more detailed description of each proposal is set forth in the Company’s proxy
statement on Schedule 14A, as filed with the Commission on November 10, 2020, as revised on November 19, 2020. A total of 9,109,309
shares of common stock were present at the Meeting, in person or by proxy, representing approximately 52.49% of the issued and
outstanding voting shares of the Company on the record date for the Meeting, consisting of 14,685,932 shares of common stock and
one special voting share entitled to 2,667,349 votes at the Meeting.
Proposal
One– Ratification of the Appointment of Auditors
By
a resolution passed, the appointment of Marcum LLP, as the Company’s independent registered public accounting firm for the
stub period ending December 31, 2020, was ratified by the stockholders.
The
results of the voting on this matter were as follows:
|
For:
|
8,823,002 shares
|
|
Against:
|
250,650 shares
|
|
Abstain:
|
35,657 shares
|
|
Broker Non-Votes:
|
0 shares
|
Proposal
Two – Approval of Nasdaq 20% Cap Removal Proposal
By
a resolution passed, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s
common stock underlying senior secured convertible notes issued by us pursuant to the terms of that certain Securities Purchase
Agreement, dated June 8, 2020 (the “Securities Purchase Agreement”), between the Company and the investors named
therein, without giving effect to the exchange cap in such senior secured convertible notes in an amount that may be equal to
or exceed 20% of the Company’s common stock outstanding before the issuance of such senior secured convertible notes, was
approved by the stockholders.
The
results of the voting on this matter were as follows:
|
For:
|
2,625,693 shares
|
|
Against:
|
1,723,394 shares
|
|
Abstain:
|
22,524 shares
|
|
Broker Non-Votes:
|
4,737,698 shares
|
Proposal
Three – Appointment and Compensation of Auditors
By
a resolution passed, an amendment to the Company’s Amended and Restated 2019 Long Term Incentive Plan to clarify that Incentive
Stock Options can only be issued to employees of the Company, a subsidiary of the Company or parent of the Company, was approved
by the stockholders.
The
results of the voting on this matter were as follows:
|
For:
|
4,232,261 shares
|
|
Against:
|
115,437 shares
|
|
Abstain:
|
23,913 shares
|
|
Broker Non-Votes:
|
4,737,698 shares
|