UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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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 18, 2024, SurgePays, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). The total shares of capital stock outstanding and entitled to vote as of the Annual Meeting’s record date, February 20, 2024, were 19,224,226 shares of the Company’s common stock. Approximately 69.7% of the Company’s shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy, thereby constituting a quorum.
The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions, as to such matters, where applicable, are set forth in the tables below. With respect to the election of Kevin Brian Cox, David N. Keys, David May, Laurie Weisberg and Richard Schurfeld as directors to each serve a term on the Board of Directors of the Company (the “Board”) expiring at the 2025 annual meeting of stockholders and until each of their successors is elected and qualified, each nominee received the number of votes set forth opposite his or her name below.
| Number of Votes | ||||||||||||||||||||
| Total Votes For | Percent of Votes For | Votes Withheld | Percent of Votes Withheld | Broker Non-Votes | ||||||||||||||||
| Election of Kevin Brian Cox | 7,537,934 | 94.7 | % | 422,777 | 5.3 | % | 5,442,274 | |||||||||||||
| Election of David N. Keys | 7,175,902 | 90.1 | % | 784,809 | 9.9 | % | 5,442,274 | |||||||||||||
| Election of David May | 7,674,905 | 96.4 | % | 285,806 | 3.6 | % | 5,442,274 | |||||||||||||
| Election of Laurie Weisberg | 7,206,606 | 90.5 | % | 754,105 | 9.5 | % | 5,442,274 | |||||||||||||
| Election of Richard Schurfeld | 7,175,590 | 90.1 | % | 785,121 | 9.9 | % | 5,442,274 | |||||||||||||
| Total Votes For | Percent of Votes Cast | Votes Against | Abstention/Withheld | Broker Non-Votes | ||||||||||||||||
| Ratification of the selection of Rodefer Moss & Co., PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 | 13,169,695 | 99.7 | % | 44,558 | 188,732 | - | ||||||||||||||
On the basis of the above votes: (i) Kevin Brian Cox, David N. Keys, David May, Laurie Weisberg and Richard Schurfeld were elected as members of the Board; and (ii) the ratification of the selection of Rodefer Moss & Co., PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was adopted.
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.
| SURGEPAYS, INC. | ||
| Date: April 22, 2024 | By: | /s/ Anthony Evers |
| Name: | Anthony Evers | |
| Title: | Chief Financial Officer | |
Cover |
Apr. 18, 2024 |
|---|---|
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 18, 2024 |
| Entity File Number | 001-40992 |
| Entity Registrant Name | SURGEPAYS, INC. |
| Entity Central Index Key | 0001392694 |
| Entity Tax Identification Number | 98-0550352 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 3124 Brother Blvd |
| Entity Address, Address Line Two | Suite 104 |
| Entity Address, City or Town | Bartlett |
| Entity Address, State or Province | TN |
| Entity Address, Postal Zip Code | 38133 |
| City Area Code | 901 |
| Local Phone Number | 302-9587 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Common Stock [Member] | |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | SURG |
| Security Exchange Name | NASDAQ |
| Common Stock Purchase Warrants | |
| Title of 12(b) Security | Common Stock Purchase Warrants |
| Trading Symbol | SURGW |
| Security Exchange Name | NASDAQ |
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