UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address Of Principal Executive Offices) (Zip Code)
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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 Symbol(s) | Name of each exchange on which registered | ||
| The |
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 April 26, 2023, iPower, Inc., a Nevada corporation (the “Company”), held its 2023 annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders considered four proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on March 28, 2023 (the “Proxy Statement”). At the Annual Meeting, there were a total of 29,710,939 votes eligible to be cast and there were a total of 21,795,387 votes represented in person or by proxy, representing 73.35% of the votes eligible to be cast. The final voting results for each matter are set forth in more detail below.
| 1. | Election of Directors. |
Each of the following five nominees were elected to the Company’s board of directors, in accordance with the voting results listed below, to serve for a term of one year, until the next annual meeting and until their successor has been duly elected and qualified.
| Nominee | For | Against | Withheld | Broker Non-Votes | ||||||||||||
| Chenlong Tan | 17,925,017 | 0 | 28,511 | 3,841,859 | ||||||||||||
| Kevin Vassily | 17,925,050 | 0 | 28,478 | 3,841,859 | ||||||||||||
| Bennet Tchaikovsky | 17,926,807 | 0 | 26,721 | 3,841,859 | ||||||||||||
| Kevin Liles | 17,914,974 | 0 | 38,554 | 3,841,859 | ||||||||||||
| Hanxi Li | 17,924,996 | 0 | 28,532 | 3,841,859 | ||||||||||||
| 2. | Ratification of the Company’s Independent Auditors. |
Stockholders ratified the appointment of UHY LLP as the Company’s independent auditor for the fiscal year ending June 30, 2023, in accordance with the voting results below.
| For | Against | Abstain | Broker Non-Votes | |||
| 21,720,120 | 37,004 | 38,263 | – |
| 3. | Approval of the Company’s Executive Compensation. |
Stockholders approved (on an advisory basis) the Company’s executive compensation.
| For | Against | Abstain | Broker Non-Votes | |||
| 17,885,485 | 45,727 | 22,316 | 3,841,859 |
| 4. | Approval of the amendment to the Company’s Sixth Amended and Restated Articles of Incorporation to effect, at the discretion of its board of directors, a reverse stock split of the Company’s common stock at a stock split ratio between 1-for-2 and 1-for-4, with the ultimate ratio to be determined by the board of directors in its sole discretion, the implementation and timing of which shall be subject to the discretion of the board of directors (the “Reverse Stock Split”). |
Stockholders approved the Reverse Stock Split, which may be implemented at the discretion of the Company’s board of directors as deemed necessary to maintain compliance with the listing requirements of the Nasdaq Stock Market, LLC.
| For | Against | Abstain | Broker Non-Votes | |||
| 17,890,089 | 53,093 | 10,346 | 3,841,859 |
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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.
| Dated: April 27, 2023 | ||
| iPower Inc. | ||
| By: | /s/ Chenlong Tan | |
| Name: | Chenlong Tan | |
| Title: | Chief Executive Officer | |
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