Item 5.07 Submission of Matters to Vote of Security Holders
Of the 9,720,627 shares of the Company's common stock outstanding and entitled to vote at the meeting, 8,520,099 shares or 87.6% of the outstanding shares, were present either in person or by proxy.
At the meeting, action was taken on 8 of the 9 Proposals and action on Proposal
1, the Pineapple Merger Proposal, was adjourned until the reconvened meeting on
The following describes the matters considered by the Company's shareholders at the Special Meeting and the final results of the votes cast at the meeting:
Proposal No. 1; Pineapple Merger Proposal.
To approve the Agreement and Plan of Merger dated as of
Consideration of this matter was adjourned until the reconvened meeting on
Proposal No.2; Merger Issuance Proposal.
To approve the issuance of shares of common stock of
For Withhold Abstain Broker Non-Vote
6,087,482 1,383,329 17,428 1,031,860
Proposal No. 3; PIPE Issuance Proposal.
To approve the issuance of shares of common stock of
For Withhold Abstain Broker Non-Vote
6,082,072 1,382,595 23,572 1,031,860 2
Proposal No. 4; Authorized Share Amendment Proposal.
To approve an amendment to the articles of incorporation of
For Withhold Abstain Broker Non-Vote
6,033,511 1,432,999 21,729 1,031,860
Proposal No. 5; Article IX Amendment Proposal
To approve an amendment to the articles of incorporation of
For Withhold Abstain Broker Non-Vote
5,751,839 1,704,113 32,287 1,031,860
Proposal No. 6; Reverse Stock Split Proposal.
To approve a reverse stock split of the outstanding shares of CSI common stock, at a ratio within a range of 1-for-3 to1-for-6, as determined by the CSI board of directors (the "Reverse Stock Split Proposal").
For Withhold Abstain Broker Non-Vote
6,632,683 1,875,433 11,983
Proposal No. 7; 2022 Equity Incentive Plan Proposal.
To approve the
For Withhold Abstain Broker Non-Vote
5,675,835 1,507,414 304,990 1,031,860
Proposal No. 8; Advisory Compensation Proposal.
To approve, on an advisory, non-binding basis, certain compensation that has,
will or may be paid or become payable to the
For Withhold Abstain Broker Non-Vote
5,289,346 1,860,342 338,551 1,031,860
Proposal No. 9; Adjournment Proposal.
To approve the adjournment or postponement of the special meeting to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Pineapple Merger Proposal, the Merger Issuance Proposal, the PIPE Issuance Proposal, the Authorized Share Amendment Proposal or the Reverse Stock Split Proposal (the "Adjournment Proposal").
For Withhold Abstain Broker Non-Vote
6,644,034 1,843,211 32,854
3
As a result, the shareholders approved Proposals 2-4 and 6-9, but did not
approve Proposal 5. Consideration of Proposal 1 was adjourned until the
reconvened meeting on
Item 8.01. Other Event
Because CSI shareholders approved the Reverse Stock Split Proposal, the CSI Board of directors will be analyzing whether to effect a reverse stock split and if so the timing and the ratio of the reverse stock split within a range of 1-for-3 to 1-for-6 that was approved by CSI shareholders.
If the Pineapple Merger Proposal is approved at the reconvened
On
Item 9.01 Financial Statements and Exhibits.
Exhibit Description 99.1Communications Systems, Inc. press release datedMarch 16, 2022 Announcing Partial Adjournment of Special Meeting for Proposal #1, Pineapple Merger Proposal
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