Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Amendment to Inpixon
2018 Employee Stock Incentive Plan
On
October 4, 2021, the board of directors (the “Board”) of Inpixon (the “Company”) approved an amendment (the “Plan
Amendment”) to the Company’s 2018 Employee Stock Incentive Plan, as amended (the “Plan”), to (i) increase the
total number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) currently reserved
and available for grant by 21,269,927 shares resulting in the increase of the number of shares of Common Stock reserved and available
for grant under the Plan to 40,000,000 and (ii) increase the maximum number of shares of Common Stock that may be issued in connection
with quarterly evergreen increases under the Plan from 1,500,000 shares of Common Stock to 3,000,000. In addition, the Plan Amendment
limited that the aggregate number of shares of Common Stock underlying the awards issued under the Plan and the aggregate number of shares
issued in the form of incentive stock options to 120,000,000 shares (the “Total Limit”) and set forth the methodology of the
determination of the Total Limit.
The
Board submitted the Plan Amendment to the stockholders of the Company for approval at the Company’s 2021 annual meeting of stockholders
held on November 16, 2021 (the “Annual Meeting”). As disclosed in Item 5.07 of this Current Report on Form 8-K, the Plan Amendment
was approved by the stockholders at the Annual Meeting. For a description of the terms and conditions of the Plan Amendment, see
“Proposal Six — Approval of the Amendment of 2018 Employee Stock Incentive Plan” of the
Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”)
on October 4, 2021 (the “Proxy Statement”).
The
foregoing description of the Plan Amendment is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of
which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Articles
of Incorporation to Increase the Number of Authorized Shares of Common Stock
On
November 18, 2021, the Company filed a certificate of amendment to the Company’s articles of incorporation, as amended (the “Articles
of Incorporation”), with the Secretary of State of the State of Nevada to increase the number of authorized shares of Common Stock
from 250,000,000 to 2,000,000,000 shares (the “Share Increase Amendment”).
As
disclosed in item 5.07 of this Current Report on Form 8-K, the Share Increase Amendment was approved by the Company’s stockholders
at the Annual Meeting. For a description of the Share Increase Amendment, see “Proposal Three — Approval of the Authorized
Shares Increase” of the Proxy Statement.
The
foregoing description of the Share Increase Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Share Increase Amendment a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 16, 2021, the
Company held the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on nine (9) proposals, each of which is
described in more detail in the Proxy Statement. At the beginning of the Annual Meeting, there were 51,789,355 shares of Common Stock
and 58,750 shares of Series 7 Convertible Preferred Stock of the Company (“Series 7 Preferred Stock”) present or represented
by proxy at the Annual Meeting, which represented approximately 60.24% of the combined voting power of the shares of Common Stock and
Series 7 Preferred Stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for
the transaction of business. Holders of Common Stock were entitled to one vote for each share held as of the close of business on September
17, 2021 (the “Record Date”), and holders of the Series 7 Preferred Stock were entitled to 800 votes for each share held as
of the Record Date.
Summarized below are the final
voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting.
Proposal 1. Election of Directors.
Nominee
|
|
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
Broker
Non-Votes
|
|
Nadir Ali
|
|
|
67,080,002
|
|
|
|
3,909,349
|
|
|
|
3,434,288
|
|
|
|
24,365,716
|
|
Wendy Loundermon
|
|
|
67,679,785
|
|
|
|
3,066,734
|
|
|
|
3,677,120
|
|
|
|
24,365,716
|
|
Leonard A. Oppenheim
|
|
|
63,715,731
|
|
|
|
7,057,095
|
|
|
|
3,650,813
|
|
|
|
24,365,716
|
|
Kareem M. Irfan
|
|
|
62,760,603
|
|
|
|
8,031,275
|
|
|
|
3,631,761
|
|
|
|
24,365,716
|
|
Tanveer A. Khader
|
|
|
63,298,315
|
|
|
|
7,483,083
|
|
|
|
3,642,241
|
|
|
|
24,365,716
|
|
Each of the above nominees
was elected to serve as a director until the next annual meeting or until the election and qualification of his or her successor.
Proposal 2. Ratification of Marcum LLP as the Company’s
independent registered public accounting firm to audit the financial statements for the fiscal year ending December 31, 2021.
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
91,681,877
|
|
|
|
3,182,746
|
|
|
|
3,924,732
|
|
There were no broker non-votes on this proposal.
The stockholders ratified the appointment of Marcum
LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
Proposal 3. Approval of the increase of the
number of authorized shares of Common Stock from 250,000,000 to 2,000,000,000 shares.
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
85,564,879
|
|
|
|
12,999,953
|
|
|
|
224,523
|
|
There were no broker non-votes on this proposal.
The stockholders approved
the amendment to the Articles of Incorporation to increase the number of authorized shares of common stock.
Proposal 4. Approval of Issuance of Earnout
Shares pursuant to Nasdaq Listing Rule 5635(c), as more fully described in the Proxy Statement.
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
63,806,178
|
|
|
|
6,843,322
|
|
|
|
3,774,139
|
|
|
|
24,365,716
|
|
The stockholders approved the issuance of the Earnout
Shares.
Proposal 5. Approval of the Amendment of Articles of Incorporation
to extend the permitted period of time between a record date and a stockholder’s meeting, as more fully described in the Proxy Statement.
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
68,017,411
|
|
|
|
2,581,955
|
|
|
|
3,824,273
|
|
|
|
24,365,716
|
|
The stockholders did not approve the amendment
to the Articles of Incorporation permit additional time between a record date and a stockholder’s meeting.
Proposal 6. Approval of the Amendment of
the 2018 Employee Stock Incentive Plan, as more fully described in the Proxy Statement.
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
62,381,377
|
|
|
|
8,430,596
|
|
|
|
3,611,666
|
|
|
|
24,365,716
|
|
The stockholders approved
the Amendment of the 2018 Employee Stock Incentive Plan.
Proposal 7. Approval of the amendment to
the Bylaws to decrease the quorum requirement, as more fully described in the Proxy Statement.
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
66,604,997
|
|
|
|
4,403,194
|
|
|
|
3,415,448
|
|
|
|
24,365,716
|
|
The stockholders did not approve
the amendment to the Bylaws to decrease the quorum requirement.
Proposal 8. Approval of the amendment to
the Bylaws to allow the Board to amend the quorum requirement for stockholders’ meetings, as more fully described in the Proxy Statement.
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
61,860,129
|
|
|
|
9,130,198
|
|
|
|
3,433,312
|
|
|
|
24,365,716
|
|
The stockholders did not approve the amendment
to the Bylaws to amend the quorum requirement for stockholders’ meetings
Proposal 9. Authorization to adjourn the Annual Meeting.
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
83,711,349
|
|
|
|
11,404,697
|
|
|
|
3,673,309
|
|
There were no broker non-votes on this proposal.
The stockholders approved the authorization to
adjourn the Annual Meeting.