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.
Blue Star Foods Corp. (the “Company”) held its Annual Meeting of Stockholders on December 27, 2023. There were represented at the Annual Meeting, by proxy, 5,664,190 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), out of a total number of 11,631,047 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following four proposals at the Annual Meeting, casting their votes as described below.
Proposal 1. – Share Issuance Proposal No.1 was to approve the issuance a non-public offering where the maximum number of shares of Common Stock to be issued may exceed 20% of the Company’s issued and outstanding capital stock, as required by and in accordance with Nasdaq Marketplace Rule 5635. The proposal was approved.
| For | Against | Withheld | ||
| 2,038,987 | 232,223 | 12,138 |
Proposal 2. – Share Issuance Proposal No. 2 was to approve the issuance of shares in a non-public offering where the maximum number of shares of Common Stock to be issued may exceed 20% of the Company’s issued and outstanding capital stock, as required by and in accordance with Nasdaq Marketplace Rule 5635. The proposal was approved.
| For | Against | Withheld | ||
| 1,986,243 | 285,672 | 11,433 |
Proposal 3. – Election of Directors The following individuals, each of whom was named as a nominee in the Company’s definitive proxy statement relating to the Annual Meeting, were elected by the Company’s stockholders by a majority of votes cast to serve a three-year term on the Company’s Board of Directors which will expire at the Company’s annual meeting of stockholders for fiscal year 2026. Information on the vote relating to each director standing for election is set forth below:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| John Keeler | 2,180,046 | 103,301 | 3,380,842 | |||||||||
| Nubar Herian | 2,205,803 | 77,544 | 3,380,842 | |||||||||
| Jeffrey Guzy | 2,207,658 | 75,689 | 3,380,842 | |||||||||
| Timothy McLellan | 2,206,695 | 76,652 | 3,380,842 | |||||||||
| Trond Ringstad | 2,206,523 | 76,825 | 3,380,842 | |||||||||
| Silvia Alana | 2,207,405 | 75,943 | 3,380,842 | |||||||||
Proposal 4. – Ratification of Appointment of Auditors. Proposal 4 was to ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The proposal was approved.
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 5,426,417 | 218,282 | 19,491 | N/A | |||||||||
There were no other proposals voted on at the Annual Meeting.
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 thereunto duly authorized.
| Date: December 29, 2023 | BLUE STAR FOODS CORP. | |
| By: | /s/ John Keeler | |
John Keeler Executive Chairman and Chief Executive Officer | ||