Item 5.07 - Submission of Matters to a Vote of Security Holders
At the special meeting of shareholders ofiFresh Inc. (the "Registrant" or the "Company") held onSeptember 30, 2022 , the shareholders of the Registrant (the "Shareholders") voted to: (i) to approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of the Company's common stock (the "Common Stock") to One Billion (1,000,000,000) shares; (ii) to confirm, on a non-binding advisory basis, the composition of the board of directors (the "Board") and the appointment of the executive officers of the Company; (iii) to ratify, on a non-binding advisory basis, the issuance of Sixty Million (60,000,000) shares of the Common Stock to the designee of Mr. Dengrong Zhou ("Zhou Shares"), as partial reimbursement of legal fees advanced by him in connection with a lawsuit where the composition of the Board was confirmed by theDelaware Court of Chancery ; (iv) to grant, on a non-binding advisory basis, discretionary authority to the Board to take all necessary actions as the Board, in its judgment, may deem necessary, appropriate, or advisable in order to cause the Common Stock to be uplisted toThe Nasdaq Stock Market ; (v) to confirm, on a non-binding advisory basis, the Company's plans to grow its grocery store business and expand the Company's business toCanada ,Mexico and theCaribbean ; and (vi) to confirm, on a non-binding advisory basis, the Company's plans to conduct an internal audit.
1. The votes cast by the Shareholders with respect to the increase of the authorized shares of Common Stock were as follows:
% Votes for (Based on For Votes Against Votes Abstain Broker Non-Vote Total Proxy Shares)
81,199,947 8,685,827 227.00 0 84.34
2. The votes cast by the Shareholders with respect to non-binding advisory vote confirming the director and executive officer confirmation were as follows:
% Votes for (Based on For Votes Against Votes Abstain Broker
Non-Vote Total Proxy Shares)
79,710,261 7,738,447 112,465 2,324,828 82.80
3. The votes cast by the Shareholders with respect to non-binding advisory vote
ratifying the issuance of
For Votes Against Votes Abstain Broker Non-Vote % Votes for (Based on Total Proxy Shares) With votes by Without votes by Zhou Shares as Zhou if Zhou Shares had not been Shares issued 79,659,609 7,896,493 5,071 2,324,828 82.74 54.20
4. The votes cast by the Shareholders with respect to non-binding advisory vote confirming the NASDAQ uplisting initiative were as follows:
% Votes for (Based on For Votes Against Votes Abstain Broker
Non-Vote Total Proxy Shares)
79,874,793 7,685,388 992 2,324,828 82.97
5. The votes cast by the Shareholders with respect to non-binding advisory vote confirming the business expansion initiative were as follows:
% Votes For (Based on Total For Votes Against Votes Abstain Broker
Non-Vote Shares Voted)
79,864,624. 7,689,309 7,240 2,324,828 82.96
6. The votes cast by the Shareholders with respect to non-binding advisory vote confirming the internal audit were as follows:
% Votes For (Based on Total For Votes Against Votes Abstain Broker
Non-Vote Shares Voted)
79,909,461 7,651,545 167 2,324,828 83.00 1
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