Current Report Filing (8-k)
March 10 2023 - 5:21PM
Edgar (US Regulatory)
0001599407
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0001599407
2023-03-10
2023-03-10
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): March
10, 2023
1847 Holdings LLC |
(Exact name of registrant as specified in its charter) |
Delaware |
|
001-41368 |
|
38-3922937 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
590 Madison Avenue, 21st Floor, New York, NY |
|
10022 |
(Address of principal executive offices) |
|
(Zip Code) |
(212) 417-9800 |
(Registrant's telephone number, including area code) |
|
(Former name or former address, if changed since last report.) |
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 Shares |
|
EFSH |
|
NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.08 | Shareholder Director Nominations |
On March 10, 2023, the board of directors of
1847 Holdings LLC (the “Company”) established that the Company’s inaugural Annual Meeting of Shareholders (the “Annual
Meeting”) will be held virtually on Tuesday, May 9, 2023 at 2:00 p.m. Eastern Time. Additional details regarding the Annual Meeting,
including the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting, will be specified
in the Company’s notice of annual meeting and related proxy statement for the Annual Meeting. Pursuant to the Company’s
Second Amended and Restated Operating Agreement, dated January 19, 2018, as amended (the “Operating Agreement”), and Rule
14a5(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is confirming the deadlines for
shareholder proposals and nominations for the Annual Meeting by means of this report.
In order to be included in the Company’s
proxy statement relating to the Annual Meeting pursuant to Rule 14a-8, a shareholder proposal must be received at the Company’s
principal executive offices no later than March 20, 2023 (which the Company has determined to be a reasonable period of time before it
expects to begin to print and distribute its proxy materials prior to the Annual Meeting). Any such proposal must also meet the requirements
set forth in the rules and regulations of the Exchange Act in order to be eligible for inclusion in the proxy materials for the Annual
Meeting.
With respect to shareholder proposals to be
presented at the Annual Meeting which are not intended to be included in the Company’s proxy statement relating to the
Annual Meeting, pursuant to the Operating Agreement, a shareholder’s written notice of such proposal, in the form specified in the
Operating Agreement, must be delivered to or mailed and received at the Company’s principal executive offices no later than March
20, 2023 (the tenth day after a statement setting forth the date of the Annual Meeting was first disclosed to the public). Pursuant to
Rule 14a-4(c)(1) promulgated under the Exchange Act, the Company’s management will have discretionary authority to vote on any matter
of which the Company does not receive notice of by March 20, 2023 with respect to proxies submitted for the Annual Meeting. The notice
must include all of the information required by the Company’s Operating Agreement and applicable securities laws.
Pursuant to the Operating Agreement, in order
to nominate persons for election to the Board of Directors at the Annual Meeting, a shareholder must deliver notice of the intention to
submit nominations at the Annual Meeting, in the form specified in the Operating Agreement, to the Secretary of the Company no later than
March 20, 2023 (the tenth day after a statement setting forth the date of the Annual Meeting was first disclosed to the public). The Company
is not required to include in its proxy statement any director nominated by a shareholder through this process. Except as otherwise provided
by law, the Chairman of the Annual Meeting shall have the power and duty to determine whether a nomination or any business proposal was
made in accordance with the procedures set forth in the Operating agreement.
The foregoing description of the advance notice
provisions contained in the Operating Agreement does not purport to be complete and is qualified in its entirety by
reference to the complete text of the Operating Agreement. Shareholders are urged to read the complete text of such advance notice provisions.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
|
Description of Exhibit |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
Date: March 10, 2023 |
1847 HOLDINGS LLC |
|
|
|
/s/ Ellery W. Roberts |
|
Name: Ellery W. Roberts |
|
Title: Chief Executive Officer |
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