UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on June 15, 2023. The final voting results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1: Election of Directors
The holders of the shares of the Company’s Common Stock and Preferred Stock, voting as a single class and with the Preferred Stock voting on an as-converted basis, voted to elect the following five nominees as members of the Board of Directors of the Company, each to hold office until the Company’s 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. The results of the vote were as follows:
| Director Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Avram A. Glazer | 36,108,164 | 1,036,726 | 54,567 | 19,304,675 | ||||||||||||||||||||||
| Wayne Barr, Jr. | 30,915,185 | 6,218,885 | 65,387 | 19,304,675 | ||||||||||||||||||||||
| Warren H. Gfeller | 32,187,179 | 4,945,886 | 66,392 | 19,304,675 | ||||||||||||||||||||||
| Brian S. Goldstein | 33,546,403 | 3,579,667 | 73,387 | 19,304,675 | ||||||||||||||||||||||
| Amy M. Wilkinson | 33,605,961 | 3,515,231 | 78,265 | 19,304,675 | ||||||||||||||||||||||
Proposal 2: Approval of Advisory Vote on the Compensation of the Company's Named Executive Officers (“Say on Pay Vote”)
The holders of the Company’s Common Stock and Preferred Stock, voting as a single class and with the Preferred Stock voting on an as-converted basis, voted to approve the non-binding, advisory proposal on the compensation of the Company’s named executive officers. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 34,740,488 | 2,624,200 | 104,769 | 19,304,675 | |||||||||||||||||
Proposal 3: Ratification of the amendment to the Tax Benefit Preservation Plan adopted by the Board on April 1, 2023 to extend the Final Expiration Date from October 1, 2023 to June 30, 2024
The holders of the Company’s Common Stock and Preferred Stock, voting as a single class and with the Preferred Stock voting on an as-converted basis, voted to ratify the amendment of the Tax Benefit Preservation Plan adopted by the Board of Directors on April 1, 2023 to extend the Final Expiration Date from October 1, 2023 to June 30, 2024, or such later date and time as may be subsequently approved The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 32,092,221 | 4,899,291 | 207,945 | 19,304,675 | |||||||||||||||||
Proposal 4: Ratification of the appointment of BDO USA, LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024
The holders of the Company’s Common Stock and Preferred Stock, voting as a single class and with the Preferred Stock voting on an as-converted basis, voted to ratify the appointment of BDO USA, LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 55,318,539 | 1,141,253 | 44,340 | 0 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 15, 2023
INNOVATE Corp. (Registrant) | |||||||||||||||||
| By: | /s/ Michael J. Sena | ||||||||||||||||
| Name: Michael J. Sena | |||||||||||||||||
| Title: Chief Financial Officer | |||||||||||||||||