DPW Holdings, Inc. Announces Adjournment of Annual Meeting of Stockholders
Adjournment solely to vote on Proposals 5 and 7
The Company adjourned the meeting with respect to Proposal 5 (to approve a reverse stock split of our common stock by a ratio of not less than one-for-5 and not more than one-for-40, with the exact ratio to be set by the board of directors) and Proposal 7 (to approve an amendment to our 2018 Stock Incentive Plan, which would, among other things, increase the number of shares of our common stock that may be issued thereunder to a total of 7,000,000 shares), in each case for the limited purpose of allowing additional time for stockholders to vote on the proposal.
While Proposal 5 exceeded 64% approval of the votes cast, approval of more than 50% of all outstanding shares of our capital stock is necessary for the proposal to be approved. While the votes cast prior to adjournment strongly favored the reverse split proposal, no more than approximately 43.1% of votes were cast; approximately 33% of the shares remained unvoted on Proposal 5.
Proposal 7 did not require approval of more than 50% of all outstanding shares of our capital stock for the proposal to be approved, no more than approximately 33% of the votes were cast in favor of Proposal 7, whereas approximately 64% of such votes were case against Proposal 7.
Based on the total votes cast prior to adjournment in the case of Proposal 5 and the votes against in the case of Proposal 7, and in order to simplify these proposals, the board of directors (the “Board”) elected to withdraw Proposals 5 and 7 and adjourn the Annual Meeting until
If you have already voted your shares For Proposals 5 or 7, you do not need to vote again, and we thank you for your support. If you voted against, abstained from voting for or did not vote at all with respect to Proposal 5, we urge you to reconsider your vote. The Board believes the proposed reverse split is in the best interests of our stockholders, principally because its failure to pass could mean that our shares of common stock will be delisted from the NYSE American. Similarly, if you voted against, abstained from voting for or did not vote at all with respect to Proposal 7, we also urge you to reconsider your vote. The Board believes the proposed increase in the number of shares of common stock underlying the 2018 Stock Incentive Plan is in the best interests of our stockholders.
“I appreciate the substantial stockholder support for Proposal 5, as demonstrated by the affirmative vote of over 64% of the votes cast to date on this matter,” said
If you have any questions or need assistance voting your shares, please call the firm assisting DPW with the solicitation of proxies,
Additional Information and Where to Find It
The Company has filed a definitive proxy statement on Schedule 14A and associated proxy card (the “Proxy Statement”) with the
This press release contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the
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