Item 5.07 Submission of Matters to a Vote of Security Holders.
OnApril 18, 2023 ,Alpine 4 Holdings, Inc. , aDelaware corporation (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting"), for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the proposals set forth below, as described in the Company's definitive proxy materials filed with theU.S. Securities and Exchange Commission ("SEC") onMarch 7, 2023 , and mailed to all of the Company's shareholders beginning on or aboutMarch 29, 2023 . As reported in the Proxy Statement, as ofFebruary 21, 2023 , the Record Date for the meeting, the Company had authorized capital stock of 295,000,000 shares of Class A Common Stock,$0.0001 par value; 10,000,000 shares of ClassB Common Stock,$0.0001 par value; and 15,000,000 shares of ClassC Common Stock,$0.0001 par value. As of the Record Date, there were 178,737,349 shares of Class A common stock issued and outstanding; 8,548,088 shares of Class B common stock issued and outstanding; and 12,256,816 shares of Class C common stock issued and outstanding. Each share of Class A Common Stock is entitled to one (1) vote; each share of Class B Common Stock is entitled to ten (10) votes; and each share of ClassC Common Stock is entitled to five (5) votes. Additionally, there were 5 shares of our Series B Preferred Stock outstanding, held by members of the Company's Board of Directors. All of the shares of Series B Preferred Stock together have voting power equal to 200% of the total voting power of all other Classes or series of outstanding shares, and each share of Series B Preferred Stock has a fractional portion of that aggregate vote. As such, the holders of the outstanding Class B Common Stock, with 10 votes per share, were entitled to a total of 85,480,880 votes on all matters properly brought before the Annual Meeting. The holders of the outstanding ClassC Common Stock, with 5 votes per share, were entitled to a total of 61,284,080 votes on all matters properly brought before the Annual Meeting. The transfer agent, who tallied the votes submitted through brokerage houses and to the transfer agent, tallied the votes of the Class A and ClassC Common Stock together. The Company tallied the votes of the Class B Common Stock and of the Series B Preferred Stock. A total of 113,993,350 shares of Class A and ClassC Common Stock, representing a total of 59.7% of the total outstanding shares of Class A and ClassC Common Stock, were represented in person or by proxy at the Annual Meeting. A total of 7,248,088 shares of Class B Common Stock were represented in person or by proxy at the Annual Meeting. Three of the shares of Series B Preferred Stock were present in person or by proxy at the Annual Meeting. The proposals voted on and approved by the stockholders at the Annual Meeting were as follows:
Proposal 1
The seven director nominees named in the Company's proxy statement were elected, each to hold office until the 2023 Annual Meeting and until their successors are duly elected and qualified, based upon the following votes: -------------------------------------------------------------------------------- Class A and Class Class A and Class C C Common Stock Series B Preferred Series B Preferred Nominee Common Stock Votes For Votes Withhold Class B Votes For Class B Votes Withhold Votes For Votes Withhold Kent B. Wilson 48,496,036 1,288,160 7,248,088 - 488,253,464 - Ian Kantrowitz 47,864,589 1,919,608 7,248,088 - 488,253,464 - Gerry Garcia 42,443,149 7,341,047 7,248,088 - 488,253,464 - Edmond Lew 42,520,460 7,263,736 7,248,088 - 488,253,464 - Christophe Jeunot 42,337,325 7,446,871 7,248,088 - 488,253,464 - Jonathan Withem 42,376,244 7,407,952 7,248,088 - 488,253,464 - Andrew Call 47,731,748 2,052,448 7,248,088 - 488,253,464 - Proposal 2
The proposal to ratify the appointment of
Class A and ClassC Votes For 110,371,123 Class A and ClassC Votes Against 3,102,367 Class A and ClassC Votes Abstain 519,860 Class B Votes For 7,248,088 Class B Votes Against - Class B Votes Abstain - Series B Preferred Votes For 488,253,464 Series B Preferred Votes Against - Series B Preferred Votes Abstain -
Proposal 3
The proposal to authorize the Board of Directors, at the discretion of the Board and IF necessary to meet the Nasdaq minimum price requirement, but prior to the one-year anniversary of the date on which the Reverse Split Amendment is approved by the Company's shareholders, to file an Amendment to the Company's Certificate of Incorporation, as amended to date, to authorize a reverse stock split of the Company's Class A, Class B, and ClassC Common Stock (the "Reverse Split Amendment") with a ratio in the range between and including 1-for-1.5 shares and 1-for-10 shares was approved based on the following votes: Class A and ClassC Votes For 98,138,407 Class A and ClassC Votes Against 14,538,853 Class A and ClassC Votes Abstain 1,316,087 Class B Votes For 7,248,088 Class B Votes Against - Class B Votes Abstain - Series B Preferred Votes For 488,253,464 Series B Preferred Votes Against - Series B Preferred Votes Abstain -
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Proposal 4a
The proposal to approve an amendment to the Company's Certificate of Incorporation, as amended to date, to authorize a decrease the authorized shares of Class A Common Stock of the Company from 295,000,000 shares to 100,000,000 shares, to be filed in the discretion of the board of directors, was approved based on the following votes: Class A and ClassC Votes For 106,707,702 Class A and ClassC Votes Against 6,017,716 Class A and ClassC Votes Abstain 1,240,932 Class B Votes For 7,248,088 Class B Votes Against - Class B Votes Abstain - Series B Preferred Votes For 488,253,464 Series B Preferred Votes Against - Series B Preferred Votes Abstain -
Proposal 4b
The proposal to approve an amendment to the Company's Certificate of Incorporation, as amended to date, to authorize a decrease the authorized shares of Class A Common Stock of the Company from 295,000,000 shares to 200,000,000 shares, to be filed in the discretion of the board of directors, was approved based on the following votes: Class A and ClassC Votes For 106,812,045 Class A and ClassC Votes Against 5,740,289 Class A and ClassC Votes Abstain 1,441,014 Class B Votes For 7,248,088 Class B Votes Against - Class B Votes Abstain - Series B Preferred Votes For 488,253,464 Series B Preferred Votes Against - Series B Preferred Votes Abstain - With respect to Proposal 1, each of the director-nominees received the affirmative vote of a plurality of the votes cast (each with a greater number of votes cast "for" than "withheld"), and each was elected to serve for a term of one years.
Proposals 2, 3, 4a, and 4b each received the affirmative vote of a majority of votes cast and therefore passed.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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