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
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Securities registered pursuant to Section 12(b) of the Act:
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N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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.
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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.07. Submission of Matters to a Vote of Security Holders
Results of the Annual Meeting of Stockholders
An Annual Meeting of Stockholders (the “AGM”) of the Company was held on March 28, 2024 to approve the agenda items described below.
Proxies for the AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.
A total of 47,405,090 shares (32.69% of the 144,986,000 issued and outstanding shares of the Company’s common stock entitled to vote as of February 2, 2024, the record date for the AGM) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the AGM. The agenda items submitted at the AGM were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the AGM with respect to that agenda item.
Agenda Item 1. To elect five directors:
Nominee |
| For |
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| Withheld |
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Michael Mills |
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| 34,418,327 |
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| 99.16 | % |
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| 291,756 |
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| 0.84 | % |
Brent Reuter |
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| 34,359,058 |
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| 98.99 | % |
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| 351,025 |
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| 1.01 | % |
Stephen Hoffman |
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| 34,351,361 |
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| 98.97 | % |
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| 358,722 |
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| 1.03 | % |
Alexis Podesta |
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| 34,348,970 |
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| 98.96 | % |
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| 361,113 |
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| 1.04 | % |
Joshua Rosen |
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| 34,349,279 |
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| 98.96 | % |
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| 360,804 |
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| 1.04 | % |
There were 12,695,007 broker non-votes with respect to this agenda item. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on the election of directors.
Agenda Item 2. To ratify the appointment of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2024. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For | Against | Abstain | |||
40,401,270 | 85.23% | 72,835 | 0.15% | 6,930,985 | 14.62% |
There were no broker non-votes with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item.
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Agenda Item 3. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For | Against | Abstain | |||
27,268,184 | 78.56% | 638,853 | 1.84% | 6,803,046 | 19.60% |
There were 12,695,007 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.
Determination on Frequency of Shareholder Vote on the Compensation of Executives
The Company’s Board of Directors has determined to include on an annual basis a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives.
SECTION 8 – OTHER EVENTS
Item 8.01 Other Events
On March 28, 2024, subsequent to the AGM the Company’s Board of Directors approved by written consent resolution the reappointment of the following officers:
| Michael Mills | President and Chief Executive Officer; |
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| Dong Shim | Chief Financial Officer; and |
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| Stephen Hoffman | Chief Operating Officer and Corporate Secretary. |
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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
| Description |
104 |
| Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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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.
BODY AND MIND INC. | |||
DATE: April 2, 2024 | By: | /s/ Michael Mills | |
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| Michael Mills | |
| President, CEO and Director | |||
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