The Company reports that it has satisfied the requirements of
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described in Item 5.07 below, on
As previously disclosed in that Current Report on Form 8-K filed by the Company with the
On
Additional information regarding the Second A&R Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company with the Commission on
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
Additional information regarding the Company’s A&R Bylaws, including the terms thereof, is set forth in the Proxy Statement, which information is incorporated herein by reference. Such information and the foregoing description of the A&R Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the A&R Bylaws, a copy of which is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders:
On
The proposals voted on at the Special Meeting are more fully described in the Proxy Statement. The final voting results on the proposals presented for stockholder approval at the Special Meeting were as follows:
Proposal No. 1: The Company’s stockholders elected eight directors, each to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified, subject to prior death, resignation, or removal, as follows:
Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||
9,054,812 | 77,335 | 4,237,016 | ||||
9,049,686 | 82,461 | 4,237,016 | ||||
9,050,501 | 81,646 | 4,237,016 | ||||
9,050,520 | 81,627 | 4,237,016 | ||||
8,876,138 | 256,009 | 4,237,016 | ||||
9,051,470 | 80,677 | 4,237,016 | ||||
Ross O’Brien | 9,050,068 | 82,079 | 4,237,016 | |||
9,051,632 | 80,515 | 4,237,016 |
Proposal No. 2: Although significantly more of the Company’s stockholders voted in favor of the Company’s proposal to amend, restate, and replace the Company’s current Certificate of Incorporation (as amended to date, the “Existing Charter”) in its entirety by the First Amended and Restated Certificate of Incorporation (the “First A&R Charter”) (the “Charter Amendment”) than against it, this proposal required the affirmative vote in favor of the Charter Amendment by holders of a majority of the Company’s outstanding shares of common stock, or at least 13,155,379 shares, to pass. Because the Company did not receive the requisite number of votes in favors of the Charter Amendment, the Company’s stockholders did not approve the Charter Amendment, as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
8,971,537 | 120,816 | 39,794 | 4,237,016 |
As a result, the Existing Charter remains in full force and effect, and the First A&R Charter will not be adopted by the Company.
Proposal No. 3: The Company’s stockholders authorized and approved that the Company’s current Bylaws, as amended to date, be amended, restated, and replaced in their entirety by the A&R Bylaws, as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
8,974,613 | 78,876 | 78,658 | 4,237,016 |
Proposal No. 4: The Company’s stockholders approved the adoption of the Company’s Second A&R Plan, as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
8,955,305 | 82,171 | 94,671 | 4,237,016 |
Proposal No. 5: The Company’s stockholders ratified the appointment of Centurion ZD CPA & Co. as the Company’s independent registered public accounting firm for the fiscal year ending
Votes For | Votes Against | Abstentions | ||
12,948,834 | 222,403 | 197,926 |
Proposal No. 6: The Company’s stockholders approved, on a non-binding advisory basis, named executive officer compensation, as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
8,808,617 | 94,896 | 228,634 | 4,237,016 |
Proposal No. 7: The Company’s stockholders approved, on a non-binding advisory basis, the frequency of three years for the stockholder advisory vote to approve named executive officer compensation, as follows:
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
2,229,376 | 301,737 | 6,085,137 | 515,897 | 4,237,016 |
Based on these advisory vote results, the Board has determined that the Company will hold a stockholder advisory vote on named executive officer compensation every three years until the next required vote on the frequency of future executive compensation votes. As a result, the Company expects that the next advisory vote on the compensation of the Company’s named executive officers will be submitted to stockholders at the Company’s annual meeting of stockholders in 2024.
Full details, including exhibits, are available at no cost at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001335112/000121390022003642/ea154496-8k_logiqinc.htm
Separately, the Company reports that it has engaged
As part of the compensation for its services, RCC will receive a monthly fee of
About
The Company’s Digital Marketing business includes a holistic, self-serve ad tech platform. Its proprietary data-driven, AI-powered solutions allows brands and agencies to advertise across thousands of the world’s leading digital and connected TV publishers.
Logiq’s Lovarra subsidiary, a fully reporting
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This press release contains certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and is subject to the Safe Harbor created by those sections. This press release also contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation that relate to Logiq’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward- looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon.
These statements speak only as of the date of this press release. Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond Logiq’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. In particular and without limitation, this press release contains forward-looking statements regarding our products and services, the use and/or ongoing demand for our products and services, expectations regarding our revenue and the revenue generation potential of our products and services, our partnerships and strategic alliances, the impact of global pandemics (including COVID-19) on the demand for our products and services, industry trends, overall market growth rates, our growth strategies, the continued growth of the addressable markets for our products and solutions, our business plans and strategies, the taxable nature of such transaction and the ability to obtain
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