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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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).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 28, 2023, AGBA Group Holding Limited (“AGBA” or the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”) at 1/F, AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong, to vote on the following matters:
1. Election of Directors
All of the following five nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve until the next Annual Meeting and until their successors have been duly elected and have qualified.
| Nominee | For | Withheld | Broker Non-Vote | |||
| Robert E. Diamond Jr. | 56,017,101 | 104,910 | 918,463 | |||
| Ng Wing Fai | 56,016,968 | 105,043 | 918,463 | |||
| Brian Chan(1)(2)(3) | 56,016,968 | 105,043 | 918,463 | |||
| Felix Yun Pun Wong (1)(2)(3) | 56,016,968 | 105,043 | 918,463 | |||
| Thomas Ng(1)(2)(3) | 56,000,951 | 121,060 | 918,463 |
| (1) | Member of the audit committee. |
| (2) | Member of the remuneration committee. |
| (3) | Member of the nomination committee. |
2. Ratification of the Company’s Independent Auditors
Shareholders ratified the appointment of WWC, P.C. as the independent auditors of the Company for the fiscal year ended December 31, 2023, in accordance with the voting results listed below.
| For | Against | Abstain | Broker Non-Vote | |||
| 56,853,116 | 45,154 | 142,204 | 0 |
3. Approval of an increase of authorized shares by adopting an amendment to the fifth amended and restated memorandum and articles of association.
Shareholders approved the increase of the number of authorized ordinary shares of the Company from 200,000,000 to 1,000,000,000 ordinary shares by adopting an amendment to the fifth amended and restated memorandum and articles of association.
| For | Against | Abstain | Broker Non-Vote | |||
| 56,089,804 | 933,363 | 17,307 | 0 |
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Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
The shareholders of AGBA approved the amendment to the Fifth Amended and Restated Memorandum and Articles of Association (the “Amendment”) at the Annual Meeting. On December 28, 2023, the Company filed the Amendment with the British Virgin Islands Registrar of Corporate Affairs.
The full text of the Amendment, which is included as Exhibit 3.1 to this Current Report on Form 8-K, is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment to the Fifth Amended and Restated Memorandum and Articles of Association filed with the British Virgin Islands Registrar of Corporate Affairs on December 28, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AGBA GROUP HOLDING LIMITED | |||
| By: | /s/ Shu Pei Huang, Desmond | ||
| Name: | Shu Pei Huang, Desmond | ||
| Title: | Acting Group Chief Financial Officer | ||
Dated: January 3, 2024
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