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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Item 5.07. Submission of Matters to a Vote of Security Holders.
Summary of Proposals Submitted to Stockholders
On April 30, 2024, the Company held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were submitted to the stockholders of the Company, as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 15, 2024 (the “Proxy Statement”):
| Proposal 1: | The election of two directors to serve as Class I directors until the 2027 annual meeting of stockholders. |
| Proposal 2: | The ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. |
| Proposal 3: | The approval of certain security issuances for purposes of complying with NYSE Listing Rule 312.03(b)(i). |
Voting Results
On the record date, there were (a) 28,177,917 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), and (b) 3,213,678 shares of the Company’s Class C common stock, par value $0.0001 per share (“Class C common stock,” and together with the Class A common stock, the “common stock”), issued and outstanding, entitled to 57,101,019 votes in the aggregate. Of the 57,101,019 votes that were eligible to be cast by the holders of common stock at the Annual Meeting, 34,643,212 votes, or approximately 60.67% of the total, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Election of Directors.
The Company’s stockholders elected the following directors to serve as Class I directors until the 2027 annual meeting of stockholders. The votes regarding the election of these directors were as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| James Rinn | 34,464,418 | 178,794 | — | |||
| Kelly Loeffler | 34,446,880 | 196,332 | — |
Proposal 2: Ratification of Appointment of UHY LLP.
The Company’s stockholders ratified the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 34,601,461 | 21,079 | 20,672 | — |
Proposal 3: Approval of certain security issuances for purposes of complying with NYSE Listing Rule 312.03(b)(i).
The Company’s stockholders approved the proposal to approve certain security issuances for purposes of complying with NYSE Listing Rule 312.03(b)(i). The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 32,017,808 | 2,597,532 | 27,872 | — |
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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.
| PSQ Holdings, Inc. | ||
| Date: April 30, 2024 | By: | /s/ Michael Seifert |
| Name: | Michael Seifert | |
| Title: | Founder, Chairman and Chief Executive Officer | |
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