Exhibit 99.1
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)
| (State of | (Commission | (IRS Employer | ||
| incorporation) | File Number) | Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
N/A
(Former Name or former address if changed from 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 (see General Instruction A.2. below):
| 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 | ||
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 November 14, 2022, Worksport Ltd, a Nevada corporation (the “Company”), held its virtual 2022 Annual Stockholders’ Meeting (the “Meeting”).
At the close of business on September 19, 2022, the Record Date, there were 17,190,016 shares of common stock and 100 shares of Series A Preferred Stock outstanding. Holders of our common stock are entitled to one vote per share. The Series A Preferred Stock was entitled to an aggregate of 17,891,753 votes. Pursuant to the Certificate of Designation of the Series A Prereffered Stock, the Series A Preferred Stock votes on all matters as the common stock, as one class unless otherwise prohibited by law, and shall represent 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, owns 100% of the outstanding shares of Series A Preferred Stock.
At the Meeting, the combined holders of 21,874,158 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 62.4% of the outstanding voting shares, and thereby a quorum pursuant to the Nevada Revised Statutes and the bylaws of the Company was present 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 | Withheld | Broker Non-Votes | |||||||||
| Steve Rossi | 19,402,906 | 49,718 | 2,421,534 | |||||||||
| Lorenzo Rossi | 19,271,775 | 180,849 | 2,421,534 | |||||||||
| Craig Loverock | 19,336,232 | 116,392 | 2,421,534 | |||||||||
| William Caragol | 19,338,371 | 114,253 | 2,421,534 | |||||||||
| Ned L. Siegel | 19,337,608 | 115,016 | 2,421,534 | |||||||||
Each director nominee was elected to serve as a director until the Company’s 2023 annual meeting of stockholders, 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. | Approval of Worksport Ltd 2022 Equity Incentive Plan: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 18,945,665 | 407,196 | 99,763 | 2,421,534 | |||||||||||
The affirmative vote of the holders of a majority of the outstanding shares was required for approval. The Worksport Ltd 2022 Equity Incentive Plan was approved.
| 3. | Adjournment of the meeting to permit further solicitation of proxies, if necessary or appropriate: |
| Votes For | Votes Against | Abstentions | ||||||||
| 21,504,482 | 310,271 | 59,405 | ||||||||
The affirmative vote of the holders of a majority of the outstanding shares was required for approval. The proposal was approved.
Item 8.01 Other Events.
Steven Rossi, the Chief Executive Officer, President and Chairman of the Board of the Company, made a presentation at the Meeting. A copy of the presentation as presented at the Meeting is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Item | Title | |
| 99.1 | Worksport Ltd 2022 Stockholders’ Meeting Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| WORKSPORT LTD | |
| (Registrant) | |
| Dated: November 16, 2022 | /s/ Steven Rossi |
Steven Rossi, Chief Executive Officer |
Exhibit 99.1