Form 8-K - Current report

 

 

 

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

 

Date of Report (Date of earliest event reported): December 6, 2024

 

WORKSPORT LTD.

(Exact name of registrant as specified in its charter)

 

Nevada		001-40681		35-2696895
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2500 N America Dr

West Seneca, New York 14224
(Address of principal executive offices) (ZIP Code)

 

[phone]

Registrant’s telephone number, including area code

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbols		Name of each exchange on which registered
Common		WKSP		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 6, 2024, Worksport Ltd., a Nevada corporation (the “Company”), held its virtual 2024 Annual Shareholder Meeting (the “Meeting”).

 

As of the close of business on October 11, 2023, the record date for the determination of shareholders entitled to vote at the Meeting, there were 30,920,609 shares of common stock, par value $0.0001 per share (“Series A Preferred Stock”), issued and outstanding, and 100 shares of Series A Preferred Stock, par value $0.0001 per share, issued and outstanding. Holders of common stock are entitled to one vote per share. The Series A Preferred Stock is entitled to 51% of the total power of the Company regardless of the number of shares of Series A Preferred Stock that are outstanding. Steven Rossi, the Company’s Chief Executive Officer, President and Chairman of the Board, beneficially owns 100% of the outstanding Series A Preferred Stock.

 

At the Meeting, a combined total of 47,191,916 shares of the voting stock, including both common stock and Series A Preferred Stock, were represented in person or by proxy. This represents approximately 74.78% of the total outstanding voting shares. All 100 shares of Series A Preferred Stock, representing 51% of the voting power, were voted at the Meeting. The presence of these shares, both common stock and Series A Preferred Stock, constituted a quorum pursuant to the Nevada Revised Statutes and the bylaws of the Company, allowing for the transaction of business at the Meeting.

 

The final results for each of the matters considered at the Meeting were as follows:

 

1.

Election of the five nominees to the Board:

 

Name		Votes For				Votes Against				Withheld				Broker Non-Votes
Steven Rossi			40,691,851				0				175,446				6,324,619
Lorenzo Rossi			40,591,683				0				275,614				6,324,619
Craig Loverock			40,397,685				0				469,612				6,324,619
William Caragol			40,640,273				0				227,024				6,324,619
Ned L. Siegel			40,385,150				0				482,147				6,324,619

 

Each director nominee was elected to serve as a director until the Company’s 2025 annual meeting of shareholders, or until such person’s successor is duly elected and qualified, or until such person’s earlier resignation, death, or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.

 

2.

Ratification of the selection of Lumsden & McCormick, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

 

Votes For				Votes Against				Abstentions
	46,746,746				66,780				378,390

 

The affirmative vote of the holders of a majority of the outstanding shares was required for approval. The proposal was approved.

 

3.

Non-binding and advisory approval of the compensation paid to the Company’s named executive officers:

 

Votes For				Votes Against				Abstentions
	40,189,415				409,860				268,022

 

The affirmative vote of the holders of a majority of the outstanding shares was required for approval. The proposal was approved.

 

4.

Adjournment of the meeting to permit further solicitation of proxies, if necessary or appropriate

 

Votes For				Votes Against				Abstentions
	46,021,432				997,458				173,026

 

The affirmative vote of the holders of a majority of the outstanding shares was required for approval. The proposal was approved.

 

 

 

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.

 

	WORKSPORT LTD.
Date: December 10, 2024	By:	/s/ Steven Rossi
	Name:	Steven Rossi
	Title:	Chief Executive Officer (Principal Executive Officer)

 

Cover	Dec. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 06, 2024
Entity File Number	001-40681
Entity Registrant Name	WORKSPORT LTD.
Entity Central Index Key	0001096275
Entity Tax Identification Number	35-2696895
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2500 N America Dr
Entity Address, City or Town	West Seneca
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14224
City Area Code	(888)
Local Phone Number	554-8789
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	WKSP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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