Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On July 5, 2022, Alexander D. Henderson, Iain Bratt, Jim Lupkin, and Shemori
BoShae Guinn tendered their resignations from the Board of Directors (the
"Outgoing Board") and from all executive officer positions of Toga Limited (the
"Company," "we," "us," or "our). Such resignations were effective as of the
close of the Meeting.
As further described below in Item 5.07, on July 7, 2022 (Malaysia Time), at a
Special Meeting of the Stockholders (the "Meeting") of the Company, the
stockholders elected five (5) directors to the Company's Incoming Board of
Directors. The Election of Director Nominees is described in greater detail in
the Company's Definitive Proxy Statement on Schedule 14A, as filed with the
Securities and Exchange Commission on May 27, 2022 (the "Proxy Statement"),
under the caption "Proposal 1 - Election of Directors" which disclosure is
incorporated herein by reference.
The following persons were appointed to the audit committee of the Board of
Directors:
· Seow Wen "Stanley" Jun--Chair
· Chuah Ming Zhe
· Chong Sheng Quan
· Chung Meng Chow
The following persons were appointed to the compensation committee of the Board
of Directors:
· Seow Wen "Stanley" Jun
· Chuah Ming Zhe--Chair
· Chong Sheng Quan
· Chung Meng Chow
The following persons were appointed to the nominating and corporate governance
committee of the Board of Directors:
· Seow Wen "Stanley" Jun--Chair
· Chuah Ming Zhe
· Chong Sheng Quan
· Chung Meng Chow
Appointment of Officers
Effective July 7, 2022 (Malaysia Time) (July 6, 2022, 5:00 p.m. Pacific Time),
the Board appointed Michael Toh Kok Soon as Chairman of the Board, President,
Chief Executive Officer and Treasurer and, Chuah Ming Zhe as Secretary.
Biographies
Michael Toh Kok Soon, 35
Michael Toh Kok Soon is a current director who previously served as our Chief
Executive Officer ("CEO"), President and Chairman of our Board of Directors from
2016 until September 2021. The Board removed Mr. Toh from his positions as CEO,
President and Chairman of the Board of Directors in September 2021 in response
to, among other things, Mr. Toh declining to participate in Board meetings and
attempting to postpone the Company's governance matters until a new Board is
installed, in addition to the matters discussed above under the heading "What is
the basis for the Board's voting recommendation." The Board also appointed a
Special Committee of the Board, consisting of the independent directors and Mr.
Henderson, to handle day-to-day operations in light of the litigation pending
against the Company brought by Mr. Toh. Since January 2018, Mr. Toh has also
served as the Chief Executive Officer of our wholly owned subsidiary, TOGL
Technology. From February 2015 until February 2018, Mr. Toh served as the Chief
Executive Officer and a director of Toga Capital; Mr. Toh ceased being
affiliated with Toga Capital when he resigned his positions and sold all of his
ownership in the Toga Capital in February 2018 (effective September 18, 2018).
Mr. Toh obtained a Bachelor of Engineering Electronics degree in
Telecommunications, with distinction, from the Multimedia University in Melaka,
Malaysia in 2007. Mr. Toh also received his MBA from Melbourne University and
Doctorate from London School of Economics in 2018.
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Chuah Ming Zhe, 31
Chuah Ming Zhe is a nominee to serve as a Director of Toga Limited. Beginning in
2018 through the present, Mr. Zhe served as Vice President of a Malaysian
charity organization, the Qian Hai International Foundation. From 2018 to 2020,
Mr. Zhe served as a marketing executive for a multi-level marketing company
specializing in gel-based nutritional products, Agel Enterprises International
Sdn. Bhd. Agel Enterprises was among Toga Limited's largest customers as of
April 2019 and has held Toga Limited stock since 2019. From 2014 to 2016, Mr.
Zhe worked as an assistant manager of a Malaysian-based pub and restaurant
operator, Soho Country House Sdn. Bhd. In 2014, Mr. Zhe earned his bachelor's
degree of sports science in sports management from Universiti Malaya in
Malaysia.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held the Meeting virtually on July 7, 2022 (Malaysia time). At the
Meeting, the stockholders voted on two (2) proposals more particularly described
in the Proxy Statement. The final results of the voting are set forth below.
Proposal 1: The shareholders approved the election of the following five (5)
directors. The voting results for this proposal are as follows:
Nominee 1 - Michael Toh Kok Soon
Number of Votes Number of Votes Number of Votes
Cast in Favor Cast Against Abstained
61,684,368 1,085,697 17,190
Nominee 2 - Seow Wen "Stanley" Jun
Number of Votes Number of Votes Number of Votes
Cast in Favor Cast Against Abstained
61,512,268 1,244,097 30,890
Nominee 3 - Chuah Ming Zhe
Number of Votes Number of Votes Number of Votes
Cast in Favor Cast Against Abstained
61,527,768 1,232,897 26,590
Nominee 4 - Chong Sheng Quan
Number of Votes Number of Votes Number of Votes
Cast in Favor Cast Against Abstained
61,526,968 1,229,397 30,890
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Nominee 5 - Chung Meng Chow
Number of Votes Number of Votes Number of Votes
Cast in Favor Cast Against Abstained
61,371,548 1,389,117 26,590
Proposal 2: The shareholders voted against a resolution approving, on an
advisory basis, the Company's compensation of its named executive officers, as
disclosed in the Company's Discussion and Analysis and Executive Compensation
sections of the Company's Proxy Statement. The voting results for this proposal
are as follows:
Number of Votes Number of Votes Number of Votes
Cast in Favor Cast Against Abstained
1,928,887 60,294,048 564,320
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TOGA LIMITED 
