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 or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
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:
| 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 |
| None | Not Applicable | Not Applicable |
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).
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 June 3, 2022, Fourth Wave Energy, Inc (the “Company”) held its 2022 Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders voted on six proposals, each of which was described in detail in the Company’s definitive proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on May 10, 2022. The following is a brief description of each matter voted upon and the results.
Proposal 1. Stockholders elected each of the two nominees to the Company’s Board of Directors to serve until the Company’s 2023 annual meeting of stockholders or until his respective successor has been duly elected and qualified. The voting results were as follows:
| Director Name | Votes For | Votes Against | Withheld | Broker Non-Votes |
| Charlie Faulkner | 203,038,792 | 0 | 31,500 | 1,499,250 |
| Simon Wajcenberg | 203,038,792 | 0 | 31,500 | 1,499,250 |
Proposal 2. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Proxy Statement. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 200,053,352 | 2,197,275 | 819,665 | 1,499,250 |
Proposal 3. Stockholders approved, on a non-binding advisory basis, a vote on the frequency of an advisory vote on executive compensation, of once every three years. The voting results were as follows:
| Every Year | Every Two Years | Every Three Years | Abstentions |
| 29,873,854 | 10,512,366 | 161,967,145 | 716,927 |
Subsequent to the Annual Meeting, the Board determined, in light of the voting results, to hold a stockholder vote on the compensation of executive officers every three years.
Proposal 4. Stockholders ratified the selection of M&K CPAs, PLLC to serve as the Company’s independent registered accounting firm for the year ending December 31, 2022. The voting results were as follows:
| Votes For | Votes Against | Abstentions |
| 203,227,851 | 1,333,689 |
8,002 |
Proposal 5. Stockholders approved an Amendment to the Company’s Amended and Restated Articles of Incorporation changing the Company’s name to EdgeMode, Inc. The voting results were as follows:
| Votes For | Votes Against | Abstentions |
| 204,550,042 | 19,500 | 0 |
Proposal 6. Stockholders approved an Amendment to the Company’s Amended and Restated Articles of Incorporation, which effects a Reverse Stock Split of the common stock at a ratio in a range of 1 for 15 through 1 for 60 or any ratio in between. The voting results were as follows:
|
Votes For 198,494,197 |
Votes Against 3,251,672 |
Abstentions 2,823,673 |
As of the record date, there were 383,808,340 shares of common stock outstanding (one vote per share). At the Annual Meeting, there were 204,569,542 shares of common stock present or represented by proxy, which represented approximately 53% of the voting power entitled to vote at the Annual Meeting which constituted a quorum for the transaction of business. Each of the two nominees for director was elected to serve until the next annual meeting of stockholders and until his successor has been elected and qualified, or until his earlier death, resignation, or removal and stockholders voted for three years under Proposal 3. Additionally, all other proposals were approved.
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.
| FOURTH WAVE ENERGY, INC. | ||
| Date: June 8, 2022 | By: | /s/ Charles Faulkner |
| Name: | Charles Faulkner | |
| Title: | Chief Executive Officer | |
Cover |
Jun. 03, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 03, 2022 |
| Entity File Number | 000-55647 |
| Entity Registrant Name | FOURTH WAVE ENERGY, INC. |
| Entity Central Index Key | 0001652958 |
| Entity Tax Identification Number | 47-4046237 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 110 E. Broward Blvd. |
| Entity Address, Address Line Two | Suite 1700 |
| Entity Address, City or Town | Ft. Lauderdale |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33301 |
| City Area Code | (707) |
| Local Phone Number | 687-9093 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |