SYTE Enterprise Diversified Inc (QB)

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

 

On August 9, 2022, Enterprise Diversified, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider and vote on whether to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated December 29, 2021 with ENDI Corp., a Delaware corporation (“ENDI” or “New Parent”), Zelda Merger Sub 1, Inc., a Delaware corporation (“First Merger Sub”), Zelda Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub”), CrossingBridge Advisors, LLC, a Delaware limited liability company (“CrossingBridge”), and Cohanzick Management, L.L.C., a Delaware limited liability company (“Cohanzick” and, together with the Company, ENDI, First Merger Sub, Second Merger Sub and CrossingBridge, the “Parties”).

 

As of July 6, 2022, the record date for the determination of the stockholders entitled to notice of, and to vote at, the Special Meeting, there were 2,647,383 shares of common stock outstanding and entitled to vote. A total of 2,014,215 shares (or approximately 76% of the outstanding shares; and constituting a quorum) were represented at the Special Meeting in person or by valid proxies.

 

At the Special Meeting, the stockholders voted on three proposals. The proposals are described in detail in the Company’s joint proxy statement/prospectus filed on a form S-4 by the Company with the Securities and Exchange Commission on February 3, 2022, as amended on March 28, 2022, May 9, 2022, June 6, 2022, June 29, 2022, July 6, 2022, and July 12, 2022. Except as otherwise provided herein, capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the joint proxy statement/prospectus. The final results for the votes regarding each proposal are set forth below:

 

 

The vote to approve and adopt the Merger Agreement and the transactions contemplated thereby is set forth below:

 

 

Proposal One received the required number of votes to adopt the Business Combination Proposal.

 

 

The vote to approve and adopt, on a non-binding advisory basis the material differences between ENDI’s Amended Articles of Incorporation and Amended Bylaws and the proposed certificate of incorporation of the New Parent and the material differences between the current and proposed certificate of incorporation are divided into five items set forth below:

 

Organizational Documents Proposal A- to approve the authorization and designation of New Parent Class A Common Stock and New Parent Class B Common Stock.

 

 

Organizational Documents Proposal B- to approve that holders of the New Parent Class B Common Stock, voting together as a single class, shall have: (i) the right to designate a number of directors of the New Parent board (rounded up to the nearest whole number) equal to the percentage of the New Parent’s Common Stock beneficially owned by the holders of New Parent Class B Common Stock and their Affiliates at the time of such designation, provided however, that for purposes of this designation right, the holders of the New Parent Class B Common Stock, voting together as a single class, shall have the right to designate not more than a majority of the members of the Board of Directors then in office and, provided further that so long as holders of New Parent Class B Common Stock and their Affiliates beneficially own at least 5.0% of the total outstanding shares of Common Stock of New Parent, holders of New Parent Class B Common Stock, voting together as a single class, shall have the right to designate at least one director.

 

 

Organizational Documents Proposal C- to approve that the affirmative vote of the holders of at least eighty percent (80%) of the total voting power of all the then outstanding shares of Common Stock of New Parent entitled to vote, voting together as a single class, will be required to amend to the New Parent’s Proposed Bylaws.

 

 

Organizational Documents Proposal D- to approve that any action required or permitted to be taken by the holders of Common Stock of New Parent must be effected at a duly called annual or special meeting of the stockholders and may not be effected by consent unless the action is recommended by all of the directors then sitting.

 

 

 

Organizational Documents Proposal E- to approve the new forum selection clause that states unless otherwise consented to by New Parent, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of New Parent, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, stockholder or employee of New Parent to New Parent or New Parent’s stockholders, (c) any action asserting a claim arising under any provision of the Delaware General Corporation Law (“DGCL”), the Certificate of Incorporation or the bylaws of New Parent or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (d) any action asserting a claim governed by the internal affairs doctrine. The federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States, including, the applicable rules and regulations promulgated thereunder.

 

 

Proposal Two received the required number of votes to adopt the Organizational Documents Proposals.

 

 

The vote to approve an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal or the Organizational Documents Proposals is set forth below: