EXELA TECHNOLOGIES, INC.

(XELA)
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EXELA TECHNOLOGIES, INC. : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

06/29/2022 | 06:07am EDT

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 26, 2022, Exela Technologies, Inc. (the "Company") approved an amendment to its bylaws clarifying that the voting power of the 6.00% Series B Cumulative Perpetual Convertible Preferred Stock is derived from the Tandem Preferred Stock. A copy of this amendment is included as Exhibit 3.2 to this Form 8-K.

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

We held our Annual Meeting of Stockholders on June 27, 2022. At the meeting, the following proposals were acted upon:

(1) Three nominees for Class B of the Board of Directors were elected to three-year terms, expiring in 2025. The votes were as follows:



Name                For          Withhold     Broker Non-Votes
James G. Reynolds   53,121,085   37,938,596   91,254,446
John H. Rexford     67,407,889   23,651,792   91,254,446
Marc A. Beilinson   54,269,621   36,790,060   91,254,446



Directors whose terms of office continued after the Company's 2022 Annual Meeting of Stockholders and who were not subject to election at the 2022 Annual Meeting of Stockholders are Ronald Cogburn, J. Coley Clark and Sharon Chadha whose terms expire in 2024 and Par S. Chadha, Martin P. Atkins and William L. Transier whose terms expire in 2023.

(2) Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022. The votes were as follows:



For       158,965,538
Against   15,676,657
Abstain   7,671,932



(3) Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers as described in the Company's Proxy Statement. The votes were as follows:



For       56,929,069
Against   31,573,245
Abstain   2,557,367



(4) Acting upon a proposal to approve the Amended and Restated Exela Technologies, Inc. 2018 Stock Incentive Plan. The votes were as follows:



For       58,364,112
Against   30,212,609
Abstain   2,482,960



(5) Acting upon a proposal to approve the adoption of an amendment to the Company's certificate of incorporation to effect a reverse split of the Company's outstanding common stock at a ratio in the range of 1-for-2 to 1-for-20, to be determined at the discretion of the Company's Board of Directors The votes were as follows:



For       13,395,914,585
Against   6,779,693,419
Abstain   6,706,123




                                     - 2 -




(6) Acting upon a proposal to approve an amendment to the Company's certificate of incorporation to increase the number of authorized shares of preferred stock from 20,000,000 shares to 40,000,000 shares. The votes were as follows:



For       9,343,848,206
Against   10,744,117,245
Abstain   3,097,223



(7) Acting upon a proposal to approve one or more adjournments of the Annual Meeting, if necessary or appropriate, if a quorum is present, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve Proposals No. 5 and 6. The votes were as follows:



For       113,327,650
Against   62,521,859
Abstain   6,464,618



The Company has posted a recording of the meeting on its investor relations website. The board of directors has until December 31, 2022 to effect a reverse stock split based on the authority granted at the 2022 Annual Meeting. The Company plans to explore compliance options with NASDAQ listing rules before effectuating a reverse split.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.                               Description
  3.2           Amendment to Bylaws of Exela Technologies, Inc.
104           Cover Page Interactive Data File (formatted in Inline XBRL and
              contained in Exhibit 101)




                                     - 3 -

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Financials (USD)
Sales 2022 1 160 M - -
Net income 2022 -141 M - -
Net Debt 2022 1 077 M - -
P/E ratio 2022 -0,28x
Yield 2022 -
Capitalization 99,8 M 99,8 M -
EV / Sales 2022 1,01x
EV / Sales 2023 0,97x
Nbr of Employees 17 000
Free-Float 99,4%
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Managers and Directors
Shrikant Sortur Chief Financial Officer
Parvinder S. Chadha Executive Chairman
Sriram Ramanathan Chief Technology officer
John H. Rexford Independent Director
Martin P. Akins Independent Director
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