UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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. |
On February 24, 2023, Dragonfly Energy Holdings Corp. (the “Company”) and John Marchetti, the Company’s Chief Financial Officer, entered into the First Amended and Restated Employment Agreement (the “Restated Agreement”), which amended and restated the employment agreement, dated October 11, 2022, by and between the Company and Mr. Marchetti (the “Original Agreement”). The Restated Agreement provides that Mr. Marchetti will receive a minimum annual bonus of $175,000 for the fiscal year ending December 31, 2023. All other terms of the Restated Agreement remain the same as the Original Agreement.
The foregoing summary is qualified in its entirety by reference to the full text of the Restated Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On February 28, 2023, the Company held a special meeting of stockholders (the “Special Meeting”). The matters voted on at the Special Meeting were the following proposals: (1) the approval of the reincorporation by conversion of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”); and (2) to approve the adjournment of the Special Meeting in the event that the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), present or represented by proxy at the Special Meeting and voting “FOR” the adoption of the Reincorporation proposal were insufficient.
At the Special Meeting, both of the foregoing stockholder proposals were approved, based upon an aggregate of 43,272,728 shares of Common Stock outstanding as of January 17, 2023, which was the record date for the Special Meeting. The final voting results were as follows:
| 1. | The proposal to approve the Reincorporation was approved by a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting based upon the following votes: |
| Votes For | Votes Against | Abstentions | ||||||||
| 34,524,149 | 67,351 | 1,675 | ||||||||
| 2. | The proposal to approve the adjournment of the Special Meeting in the event the number of shares of Common Stock present or represented by proxy at the Special Meeting and voting “FOR” the adoption of the Reincorporation proposal were insufficient was approved by a majority of the voting power of the votes cast based upon the following votes: |
| Votes For | Votes Against | Abstentions | ||||||||
| 34,493,156 | 74,959 | 25,060 | ||||||||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibits | Description | |
| 10.1 | First Amended and Restated Employment Agreement, dated February 24, 2023, by and between Dragonfly Energy Holdings Corp. and John Marchetti. | |
| 104 | Cover Page Interactive Data (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.
| DRAGONFLY ENERGY HOLDINGS CORP. | ||
| Date: March 2, 2023 | By: | /s/ Denis Phares |
| Name: | Denis Phares | |
| Title: | President and Chief Executive Officer | |