Item 5.07. Submission of Matters to a Vote of Security Holders.
We mailed a Proxy Statement on or about December 13, 2021, to our stockholders of record as of November 15, 2021, in connection with our 2021 Annual Meeting of Stockholders, which was held on January 11, 2022. The Meeting was held virtually to address safety concerns. At the Meeting, the stockholders voted on four matters as follows: (i) election of directors, and all eight of the nominees were elected, (ii) the adoption of a proposal to approve and authorize our Board of Directors to implement a reverse split of our outstanding Common Stock, at its discretion, in a ratio ranging from 1:2 to 1:15, which was not approved, (iii) the ratification of our auditors for 2021, which was approved, and (iv) an advisory vote concerning compensation of our named executive officers, which was approved.
The first matter was the election of the members of the Board of Directors. All of the nominees were elected and the tabulation of the votes (both in person and by proxy) was as follows:
|
Nominees for Directors
|
|
For
|
|
Withheld
|
|
|
|
|
|
|
|
Hank Cohn
|
|
19,446,750
|
|
3,059,915
|
|
Joel Gold
|
|
16,902,362
|
|
5,606,299
|
|
Sam Klepfish
|
|
18,563,655
|
|
3,943,006
|
|
Justin Wiernasz
|
|
22,189,515
|
|
317,146
|
|
David Polinsky
|
|
18,446,750
|
|
3,896,816
|
|
James C. Pappas
|
|
22,251,296
|
|
255,365
|
|
Mark Schmulen
|
|
22,221,296
|
|
285,365
|
|
Jefferson Gramm
|
|
22,262,186
|
|
244,365
|
There were 5,016,796 broker held non-voted shares represented at the Meeting with respect to this matter.
The second matter upon which the stockholders voted was the proposal to approve and authorize our Board of Directors to implement a reverse split of our outstanding Common Stock, at its discretion, in a ratio ranging from 1:2 to 1:15, which matter was not approved. The tabulation of the votes (both in person and by proxy) was as follows:
|
For
|
|
Against
|
|
Abstentions
|
|
|
|
|
|
|
|
21,916,990
|
|
574,123
|
|
15,548
|
There were 5,016,796 broker held non-voted shares represented at the Meeting with respect to this matter.
The third matter upon which the stockholders voted was the proposal to ratify the appointment by the Board of Directors of Liggett & Webb P.A. as our independent certified public accountants for 2021, which matter was approved. The tabulation of the votes (both in person and by proxy) was as follows:
|
For
|
|
Against
|
|
Abstentions
|
|
|
|
|
|
|
|
27,438,037
|
|
14,439
|
|
70,981
|
The fourth matter upon which the stockholders voted was an advisory vote to approve the compensation of our named executive officers, which matter was approved. The tabulation of the votes (both in person and by proxy) was as follows:
|
For
|
|
Against
|
|
Abstentions
|
|
|
|
|
|
|
|
19,239,445
|
|
3,249,547
|
|
17,669
|
There were 5,016,796 broker held non-voted shares represented at the Meeting with respect to this matter.
