Current Report Filing (8-k)
July 19 2022 - 11:40AM
Edgar (US Regulatory)
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2022-07-15
2022-07-15
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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):
July 15, 2022
STANDARD PREMIUM FINANCE HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
Florida |
000-56243 |
81-2624094 |
(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
of Incorporation) |
File Number) |
Identification No.) |
13590 SW 134th Avenue, Suite 214,
Miami, FL 33186
(Address of Principal Executive Office) (Zip
Code)
305-232-2752
(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: None
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark
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.
The annual meeting of shareholders of Standard Premium
Finance Holdings, Inc. (the “Company”) was held on July 15, 2022. As of the Record Date of May 16, 2022, there were 2,905,016
shares of common stock outstanding and 166,000 shares of preferred stock, for a total of 3,071,016 shares entitled to notice of and to
vote at the Annual Meeting. The matters voted upon at the Annual Meeting and the results of the voting are set forth below.
Proposal 1 – Election of Directors
Shareholders approved the election of two directors
to serve as directors for a two-year term to expire at the 2024 Annual Meeting. The voting results for this proposal are as follows:
Nominee |
Votes For |
Votes Withheld |
Brian Krogol, CPA |
2,052,324 |
100 |
James Wall |
2,052,324 |
100 |
There were no abstentions or broker non-votes.
Shareholders approved the election of three directors
to serve as directors for a three-year term to expire at the 2025 Annual Meeting. The voting results for this proposal are as follows:
Nominee |
Votes For |
Votes Withheld |
John C. Leavitt, DBA |
2,052,324 |
100 |
Christopher Perrucci, ESQ |
2,052,324 |
100 |
Carl Christian Hoechner |
2,052,324 |
100 |
There were no abstentions or broker non-votes.
Proposal 2 – Ratification of independent
registered accounting firm for 2022
Shareholders ratified the appointment of Liggett &
Webb, P.A. to serve as the Company’s independent registered public accounting firm for its 2022 fiscal year. The voting results
for this proposal are as follows:
Votes For |
Votes Against |
2,052,424 |
- |
There were no abstentions or broker non-votes.
Proposal 3 – Advisory resolution to approve
executive compensation
Shareholders approved, on an advisory basis, the Company’s
compensation of its named executive officers, as disclosed in the 2022 Annual Meeting Proxy Statement. The voting results for this proposal
are as follows:
Votes For |
Votes Against |
2,052,324 |
100 |
There were no abstentions or broker non-votes.
Proposal 4 – Desired frequency of the non-binding
advisory vote to approve executive compensation
Shareholders approved a frequency of three years regarding
the frequency of future advisory votes on named executive officer compensation. The voting results for this proposal are as follows:
Three Years |
Two Years |
One Year |
1,891,068 |
161,256 |
100 |
There were no abstentions or broker non-votes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
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STANDARD PREMIUM FINANCE HOLDINGS, INC. |
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Dated: July 19, 2022 |
By: |
/s/ William J. Koppelmann |
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William J. Koppelmann
Chairman and Chief Executive Officer |
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