Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 23, 2021, our Board of Directors increased the number of shares of
common stock available for issuance under our 2020 Omnibus Equity Incentive
Plan, as amended and restated as of May 7, 2021 (the "2020 Plan"), from
50,000,000 shares to 75,000,000 shares of our common stock (the "Equity
Incentive Plan Increase"). On December 29, 2021, we obtained the written consent
of stockholders holding greater than 50% of our common stock approving the
Equity Incentive Plan Increase.
The foregoing Equity Incentive Plan Increase and amendment to our 2020 Plan is
qualified by reference to the 2020 Omnibus Equity Incentive Plan, amended and
restated as of December 23, 2021, a copy of which is filed as an Exhibit to this
Current Report on Form 8-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 23, 2021, our Board of Directors adopted a resolution approving a
certificate of amendment to our Certificate of Incorporation to increase the
number of authorized shares of our common stock from 500,000,000 shares of
common stock, par value $0.0001 per share, to 750,000,000 shares of common
stock, par value $0.0001 per share (the "Authorized Capital Increase"). On
December 29, 2021, we obtained the written consent of stockholders holding
greater than 50% of our common stock approving the Authorized Capital Increase.
On December 29, 2021, a Certificate of Amendment to our Certificate of
Incorporation was filed with the Secretary of State for the State of Delaware
effectuating the Authorized Capital Increase. The foregoing Authorized Capital
Increase is qualified by reference to the Certificate of Amendment of the
Certificate of Incorporation of Charge Enterprises, Inc. as filed on December
29, 2021, a copy of which is filed as an Exhibit to this Current Report on Form
8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Current Report on Form
8-K:
Exhibit No. Description
3.1 Certificate of Amendment of the Certificate of Incorporation of
Charge Enterprises, Inc. as filed on December 29, 2021
10.1 2020 Omnibus Equity Incentive Plan, amended and restated as of
December 23, 2021
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