0001436229 false 0001436229 2022-06-13 2022-06-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 13, 2022

 

BTCS INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-55141   90-1096644
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

9466 Georgia Avenue #124, Silver Spring, MD 20910

(Address of Principal Executive Offices, and Zip Code)

 

(202) 430-6576

Registrant’s Telephone Number, Including Area Code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   BTCS  

The Nasdaq Stock Market

(The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 13, 2022, the 2022 annual meeting of stockholders (the “Annual Meeting”) of BTCS Inc., a Nevada corporation (the “Company”) was held. The following proposals were submitted to a vote by the Company’s stockholders at the Annual Meeting: (i) election of five members to the Company’s Board of Directors for a one-year term expiring at the next annual meeting of stockholders (Proposal 1); (ii) approval of an amendment to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock authorized for issuance under the 2021 Plan from 2,000,000 to 7,000,000 shares (Proposal 2); (iii) ratification of the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 3); (iv) approval on a non-binding advisory basis of the compensation of the Company’s named executive officers (Proposal 4); (v) approval on a non-binding advisory basis the frequency with which the stockholders shall vote to approve executive compensation (Proposal 5); and (vi) approval of an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting (Proposal 6). All of these proposals were described in more detail in the Company’s definitive proxy statement, as amended, filed with the Securities and Exchange Commission on April 26, 2022.

 

Set forth below are the voting results on the proposals submitted to the stockholders for approval at the Annual Meeting.

 

Proposal 1. The Company’s stockholders voted to elect the following five directors to hold office for a one-year term expiring at the next annual meeting of stockholders.

 

Directors   Votes For     Votes Withheld     Broker Non-Votes  
Charles Allen     5,484,429       35,860       2,896,457  
Michal Handerhan     5,459,338       60,951       2,896,457  
David Garrity     5,386,376       133,913       2,896,457  
Charles Lee     5,400,276       120,013       2,896,457  
Carol Van Cleef     5,378,209       142,080       2,896,457  

 

Proposal 2. The Company’s stockholders voted to approve the Company’s 2021 Plan to increase the number of shares of common stock authorized for issuance under the 2021 Plan from 2,000,000 to 7,000,000 shares.

 

Votes For   Votes Against     Abstentions     Broker Non-Votes  
4,873,950     622,695       23,644       2,896,457  

 

Proposal 3. The Company’s stockholders voted to ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

 

Votes For   Votes Against   Abstentions  
8,261,877     117,918     36,951  

 

 

 

 

Proposal 4. The Company’s stockholders voted to approve on a non-binding advisory basis the compensation of the Company’s named executive officers.

 

Votes For   Votes Against     Abstentions     Broker Non-Votes  
5,318,437     119,789       82,063       2,896,457  

 

Proposal 5. The Company’s stockholders voted to approve on a non-binding advisory basis the frequency with which the stockholders shall vote to approve executive compensation.

 

Votes For One Year   Votes For Two Years     Votes for Three Years     Abstentions  
662,508     43,656       4,774,924       39,201  

 

Subsequent to the Annual Meeting, the Board determined, in light of the voting results, to hold a stockholder vote on the compensation of executive officers every three years.

 

As there were sufficient votes to approve proposals 1 through 5, proposal 6 was moot.

 

There were 12,627,385 shares outstanding on the record date of the meeting and a total of 8,416,746 shares were voted or represented by proxy, which represented approximately 67% of the voting power entitled to vote at the Annual Meeting. Each of the five nominees for director was elected to serve until the next annual meeting of stockholders and until such nominee’s successor has been elected and qualified, or until such nominee’s earlier death, resignation, or removal and stockholders voted for three years under Proposal 5. Additionally, all other proposals were approved.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BTCS INC.
     
Date: June 13, 2022 By: /s/ Charles W. Allen
  Name:  Charles W. Allen
  Title: Chief Executive Officer

 

 

 

BTCS (NASDAQ:BTCS)
Historical Stock Chart
From Nov 2022 to Dec 2022 Click Here for more BTCS Charts.
BTCS (NASDAQ:BTCS)
Historical Stock Chart
From Dec 2021 to Dec 2022 Click Here for more BTCS Charts.