Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 23, 2020, Remark Holdings, Inc. (“we”, “us” or “our”) held our 2020 annual meeting of stockholders (the “2020 Annual Meeting”). At the 2020 Annual Meeting, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock to 300,000,000, and we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware on July 23, 2020 to reflect this amendment, which became effective immediately upon filing. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 23, 2020, we submitted the following matters to a vote of our stockholders at our 2020 Annual Meeting:
•the election of five directors to serve until our 2021 annual meeting of stockholders and until their successors are duly elected and qualified;
•a proposal to ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; and
•a proposal to approve the Charter Amendment.
As of May 28, 2020, the record date of the 2020 Annual Meeting, 99,377,416 shares of our common stock were outstanding and eligible to vote.
Our stockholders, by the requisite vote, approved the election of each director nominee, the ratification of the appointment of Cherry Bekaert LLP, and the Charter Amendment. The tables below present the number of votes for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each such nominee for director, as applicable.
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For
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Withheld
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Broker Non-Votes
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Director nominees
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Theodore P. Botts
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27,792,305
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4,344,658
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36,446,155
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Brett Ratner
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27,706,391
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4,430,572
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36,446,155
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Daniel Stein
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27,751,383
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4,385,580
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36,446,155
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Kai-Shing Tao
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27,872,603
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4,264,360
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36,446,155
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Elizabeth Xu
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27,842,591
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4,294,372
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36,446,155
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For
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Against
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Abstain
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Broker Non-Votes
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Ratification of the appointment of Cherry Bekaert LLP
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62,102,837
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3,830,477
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2,649,804
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N/A
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Approval of the Charter Amendment
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54,953,506
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12,709,128
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920,484
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