UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 25, 2021, Ammo, Inc., (the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). Only stockholders of record as of the close of business on September 3, 2021 (“Record Date”), were entitled to vote at the 2021 Annual Meeting.
As of the Record Date, 113,245,929 shares of common stock (“Common Stock”) were outstanding and entitled to vote and represented one vote that could be voted on each matter that came before the 2021 Annual Meeting.
At the 2021 Annual Meeting, 53,473,116 shares of Common Stock were represented and voted, in person or by proxy, or 47.21% of the outstanding stock, constituting the presence in person or by proxy of the holders of more than one-third (33.33%) of the outstanding stock needed for a quorum at the 2021 Annual Meeting.
The following four proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 13, 2021, were before the 2021 Annual Meeting, and they received the votes listed below. Proposals 1, 2, and 4 were approved and Proposal 3 was not approved.
Proposal 1: Election of Seven Directors to Serve until the 2022 Annual Meeting. Each nominee was elected by the Company’s stockholders, as recommended by the Company’s board of directors:
| Nominee | For | Withheld | ||||||
| Harry S. Markley | 45,160,163 | 8,312,952 | ||||||
| Richard R. Childress | 53,144,384 | 328,730 | ||||||
| Steven F. Urvan | 48,573,019 | 4,900,096 | ||||||
| Robert J. Goodmanson | 51,918,118 | 1,554,997 | ||||||
| Fred W. Wagenhals | 53,005,300 | 467,815 | ||||||
| Russell William Wallace, Jr. | 49,141,984 | 4,331,131 | ||||||
| Jessica M. Lockett | 53,156,305 | 316,809 | ||||||
Proposal 2: Ratification of the appointment of Pannell Kerr Forster of Texas, P.C. as the Company’s Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Pannell Kerr Forster of Texas, P.C. as the Company’s independent registered public accounting firm, as recommended by the Company’s board of directors.
| For | Against | Abstentions | ||||||||
| 53,274,286 | 99,243 | 99,586 | ||||||||
Proposal 3: Approval of amendment to our Amended and Restated Certificate of Incorporation (our “Charter”) to classify our board into three classes with staggered three-year terms. The stockholders did not approve an amendment to our Charter to classify our board into three classes with staggered three-year terms, despite the recommendation of the Company’s board of directors. Although over 70% of those who voted at the 2021 Annual Meeting voted in favor of amending the Charter, holders of less than a majority of the outstanding shares entitled to vote (the vote required to approve this proposal) were present in person or represented by proxy at the 2021 Annual Meeting.
| For | Against | Abstentions | ||||||||
| 38,737,530 | 14,651,835 | 83,750 | ||||||||
Proposal 4: Approval of the issuance of an additional 1,500,000 shares of our common stock pursuant to the terms and provisions of that certain Agreement and Plan of Merger by and among Ammo, Speedlight Group I, LLC, Gemini Direct Investments, LLC and Steven F. Urvan, dated as of April 30, 2021 (the “Merger Agreement”). The stockholders approved the issuance of 1,500,000 shares to Steven F. Urvan pursuant to the Merger Agreement. Mr. Urvan, a director and employee of the Company, had a substantial interest in the outcome of this proposal and abstained from voting on this proposal.
| For | Against | Abstentions | ||||||||
| 33,715,734 | 1,036,983 | 18,720,397 | ||||||||
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.
| AMMO, INC. | ||
| Dated: October 29, 2021 | By: | /s/ Robert D. Wiley |
| Robert D. Wiley | ||
| Chief Financial Officer | ||