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 May 15, 2024, Sphere 3D Corp. (the "Company") held an Annual and Special Meeting of Shareholders ("Meeting"). Of the 17,796,326 shares of the Company's common shares outstanding as of the record date, 6,514,907 shares or approximately 37%, were represented at the Meeting, constituting a quorum present at the Meeting. The shareholders considered five proposals at the Meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2024. The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
1. To Set the Number of the Directors at Four
On a vote taken to set the size of the board, it was declared that the shareholders approved a resolution to set the size of the board at four members. Voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes | Abstentions |
| 5,747,370 | 767,537 | 0 | 11,281,419 |
2. Election of Directors
On a vote taken regarding the election of directors, it was declared that the shareholders approved a resolution to elect the following nominees as directors of Sphere 3D Corp. for the ensuing year or until their successors are duly elected or appointed. Voting results are as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | Abstentions |
| Timothy Hanley | 2,417,636 | 198,575 | 3,898,696 | 11,281,419 |
| Susan Harnett | 2,179,804 | 436,407 | 3,898,696 | 11,281,419 |
| Duncan J. McEwan | 2,189,214 | 426,997 | 3,898,696 | 11,281,419 |
| Patricia Trompeter | 2,396,491 | 219,719 | 3,898,697 | 11,281,419 |
3. Ratification of the Selection of Auditors
On a vote taken regarding the ratification of the selection of auditors, it was declared that the shareholders approved a resolution to appoint MaloneBailey LLP as auditors of Sphere 3D Corp. Voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes | Abstentions |
| 6,102,083 | 412,824 | 0 | 11,281,419 |
4. Approval of the Second Amended and Restated Stock Plan
On a vote taken regarding approval of the Second Amended and Restated 2015 Performance Incentive Plan, it was declared that the shareholders approved a resolution to approve the Second Amended and Restated 2015 Performance Incentive Plan which increases the maximum number of common shares that may be issued under the Plan by an additional 500,000 shares. Voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes | Abstentions |
| 1,962,131 | 654,079 | 3,898,697 | 11,281,419 |
5. Approval of Say-On-Pay Proposal
On a vote taken regarding approval, on an advisory basis, of the compensation of our named executive officers, it was declared that the shareholders approved a resolution, on an advisory basis, of the compensation of our named executive officers. Voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes | Abstentions |
| 2,202,301 | 413,910 | 3,898,696 | 11,281,419 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibit is deemed to have been furnished to, but not filed with, the Securities and Exchange Commission.
| Exhibit Number | Description | |
| 99.1 | SEDAR filing submitted May 15, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 15, 2024
| SPHERE 3D CORP. | ||
| By: | /s/ Patricia Trompeter | |
| Patricia Trompeter | ||
| Chief Executive Officer | ||