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.
On September 20, 2024, Calidi Biotherapeutics, Inc., (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date of July 30, 2024, there were 7,758,396 shares of Common Stock issued and outstanding and entitled to vote.
At the Annual Meeting, 4,641,839 shares of Common Stock, representing approximately 57.57% of the total number of shares of Common Stock entitled to vote, were represented in person or by proxy, constituting a quorum. Set forth below are the voting results from the proposals presented for a stockholder vote at the Annual Meeting, each of which received a sufficient number of votes to pass.
| 1. | Election of Class I Director Nominees. The stockholders elected Alan Stewart as a Class 1 Director of the Company by a plurality of the votes cast, and without contest, to serve a three-year term until the 2027 Annual Meeting of Stockholders or until or his successor has been duly elected. |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 2,055,631 | 0 | 2,586,208 | - | |||||||||||
As further described in the Proxy Statement, and reported on the Company’s current report on Form8-K filed with the SEC on August 20, 2024, Mr. George Ng., who has served as a director on the Company’s board of directors (the “Board”) since February 2022, informed the Board on August 16, 2024 that he had decided not to stand for re-election as a director of the Company at the 2024 Annual Meeting. As a result, effective upon completion of the 2024 Annual Meeting, Mr. George Ng no longer serves as a Class I director on the Board.
In connection with the foregoing departure, the Board at the recommendation of the Nominating and Corporate Governance Committee, reduced the size of the Board from six (6) to five (5) members, by eliminating the Class I vacancy on the Board, effective upon completion of the 2024 Annual Meeting. As a result, the Company currently has no vacancies on its Board.
| 2. | Ratification of the appointment of Auditor. Stockholders approved and ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2024. |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 4,547,883 | 36,790 | 57,166 | - | |||||||||||
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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.
| Calidi Biotherapeutics, Inc. | ||
| Dated: September 23, 2024 | ||
| By: | /s/ Andrew Jackson | |
| Name: | Andrew Jackson | |
| Title: | Chief Financial Officer | |
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