UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 11, 2023, the 2023 annual meeting of stockholders (the “Annual Meeting”) of BTCS Inc., a Nevada corporation (the “Company”) was held. The following proposals were submitted to a vote by the Company’s stockholders at the Annual Meeting:
| (i) | election of five members to the Company’s Board of Directors for a one-year term expiring at the next annual meeting of stockholders; | |
| (ii) | approval of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 97.5 million to 975 million shares; | |
| (iii) | approval of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of preferred stock from 20 million to 200 million shares; | |
| (iv) | ratification of the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; | |
| (v) | approval of an amendment to the 2021 Equity Incentive Plan (“Plan”) to increase the number of shares of common stock authorized for issuance under the Plan from 7 million to 12 million shares; and | |
| (vi) | approval of an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. |
All of these proposals were described in more detail in the Company’s definitive proxy statement, as amended, filed with the Securities and Exchange Commission on May 25, 2023. Set forth below are the voting results on the proposals submitted to the stockholders for approval at the Annual Meeting.
Proposal 1. The Company’s stockholders voted to elect the following five directors to hold office for a one-year term expiring at the next annual meeting of stockholders. Each of the five nominees was elected.
| Directors | Votes For | Votes Withheld | Broker Non-Votes | |||
| Charles Allen | 5,802,628 | 120,465 | 3,276,551 | |||
| Michal Handerhan | 5,768,390 | 154,703 | 3,276,551 | |||
| Melanie Pump | 5,722,707 | 200,385 | 3,276,552 | |||
| Charles Lee | 5,319,438 | 603,654 | 3,276,552 | |||
| Carol Van Cleef | 5,308,339 | 614,753 | 3,276,552 |
Proposal 2. The Company’s stockholders voted to approve the amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 97.5 million to 975 million shares. Proposal 2 passed.
| Votes For | Votes Against | Abstentions | ||
| 7,546,868 | 1,593,071 | 59,702 |
Proposal 3. The Company’s stockholders voted to approve the amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of preferred stock from 20 million to 200 million shares. Proposal 3 did not pass.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 5,256,938 | 799,415 | 22,352 | 3,120,939 |
Proposal 4. The Company’s stockholders voted to ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Proposal 4 passed.
| Votes For | Votes Against | Abstentions | ||
| 8,798,547 | 179,572 | 221,522 |
Proposal 5. The Company’s stockholders voted to approve an amendment to the Plan to increase the number of shares of common stock authorized for issuance under the Plan from 7 million to 12 million shares. Proposal 5 passed. The amendment to the Plan is filed as Exhibit 4.1 to this Current Report on Form 8-K.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 5,126,752 | 773,192 | 23,147 | 3,276,553 |
As there were sufficient votes to approve proposals 1, 2, 4, and 5, proposal 6 was moot.
There were 13,830,303 shares outstanding on the record date of the meeting and a total of 9,199,644 shares were voted or represented by proxy, which represented approximately 66.518 % of the voting power entitled to vote at the Annual Meeting.
Item 8.01 Other Events.
On July 11, 2023, the Company filed an Amendment to the Articles of Incorporation with the Nevada Secretary of State increasing the authorized shares of common stock to 975 million shares. A copy of the amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| 3.1 | Amendment No. 4 to Articles of Incorporation – 975 million shares of common stock |
| 4.1 | Amendment No. 2 to the 2021 Equity Incentive Plan – 12 million shares |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| BTCS INC. | ||
| Date: July 13, 2023 | By: | /s/ Charles W. Allen |
| Name: | Charles W. Allen | |
| Title: | Chief Executive Officer | |