UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the 2024 annual meeting of shareholders (the “Annual Meeting”) of Safety Shot, Inc. (the “Company”) held on July 31, 2024, the Company’s shareholders approved the 2024 Equity Incentive Plan (the “Plan”). The Company’s Board of Directors had previously approved the Plan on January 17, 2024, subject to receipt of shareholder approval. A description of the Plan was set forth in the Company’s 2024 definitive proxy statement filed with the Securities and Exchange Commission on June 24, 2024 under the heading “Proposal 4: Approve of 2024 Equity Incentive Plan,” which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting the Company’s stockholders voted on the matters described below.
| 1. | The Company’s stockholders elected six directors, each to serve until his/her successor is duly elected and qualified at the 2025 Annual Meeting of Stockholders or until his/her earlier resignation or removal. The number of shares that (a) voted for the election of each director, (b) voted against the election of each director, and (c) abstained authority to vote for each director is summarized in the table below: |
| Director Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||
| David Long | 15,966,974 | 188,128 | 99,802 | 16,341,717 | ||||
| John Gulyas | 15,967,580 | 185,264 | 102,060 | 16,341,717 | ||||
| Jordan Schur | 15,961,758 | 196,065 | 97,081 | 16,341,717 | ||||
| Richard Pascucci | 15,917,653 | 243,874 | 93,377 | 16,341,717 | ||||
| Christopher Marc Melton | 15,115,093 | 1,043,068 | 96,743 | 16,341,717 | ||||
| Jarret Boon | 15,971,609 | 236,372 | 46,923 | 16,341,717 |
| 2. | Proxies were solicited on behalf of the Board of Directors of the Company and a vote by ballot was taken for and against the ratification of the appointment of M&K CPAS, PLLC (“M&K”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Abstained | ||
| 31,690,233 | 631,818 | 274,570 |
| 3. | Proxies were solicited on behalf of the Board of Directors of the Company and a vote by ballot was taken for and against the ratification of the 2024 Equity Incentive Plan, including the reservation of 15,000,000 shares of common stock. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 14,010,569 | 2,145,316 | 99,019 | 16,341,717 |
| 4. | Proxies were solicited on behalf of the Board of Directors of the Company and a vote by ballot was taken for and against the approval of an amendment and restatement of the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of our authorized shares of Common Stock. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Abstained | ||
| 26,057,569 | 6,171,115 | 367,937 |
Item 9.01 Exhibits
(d) Exhibits.
Exhibit No. |
Description | |
| 10.1 | 2024 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
Date: August 2, 2024
| SAFETY SHOT, INC. | ||
| By: | /s/ Jarret Boon | |
| Jarret Boon | ||
| Chief Executive Officer | ||