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
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices) (Zip Code)
+1
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
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).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 24, 2024, Snail, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). The following are the results of the voting on the two (2) proposals (the “Proposals”) submitted to stockholders at the 2024 Annual Meeting. These Proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A for the 2024 Annual Meeting, which was filed on April 30, 2024 with the Securities and Exchange Commission.
As of April 26, 2024, the record date for the 2024 Annual Meeting, there were 8,007,474 shares of the Company’s Class A common stock and 28,748,580 shares of the Company’s Class B common stock outstanding and entitled to vote. Of the Company’s common stock, the Class A common stock was entitled to one (1) vote per share and the Class B common stock was entitled to ten (10) votes per share at the 2024 Annual Meeting, constituting all of the outstanding voting securities of the Company as of the record date. At the 2024 Annual Meeting, the holders of 34,403,049 shares (93.59%) of the Company’s outstanding common stock were represented in person or by proxy, constituting a quorum.
Proposal 1–The stockholders elected the following eight (8) directors to the Company’s Board of Directors, each for a term of one year expiring at the 2025 Annual Meeting of Stockholders and until such director’s successor has been duly elected and qualified, based on the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Hai Shi | 287,559,301 | 30,152 | 5,550,816 | |||||||||
| Jim Tsai | 287,564,458 | 24,995 | 5,550,816 | |||||||||
| Heidy Chow | 287,551,632 | 37,821 | 5,550,816 | |||||||||
| Peter Kang | 287,562,173 | 27,280 | 5,550,816 | |||||||||
| Ying Zhou | 287,562,079 | 27,374 | 5,550,816 | |||||||||
| Neil Foster | 287,580,779 | 8,674 | 5,550,816 | |||||||||
| Sandra Pundmann | 287,564,928 | 24,525 | 5,550,816 | |||||||||
| Ryan Jamieson | 287,581,062 | 8,391 | 5,550,816 | |||||||||
Proposal 2–The stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 by the following vote:
| Votes For | Votes Against | Abstentions | ||||||||
| 293,102,891 | 25,237 | 12,141 | ||||||||
No other items were presented for stockholder approval at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SNAIL, INC. | ||
| Date: June 25, 2024 | By: | /s/ Xuedong Tian |
| Name: | Xuedong Tian | |
| Title: | Co-Chief Executive Officer | |
Cover |
Jun. 24, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 24, 2024 |
| Entity File Number | 001-41556 |
| Entity Registrant Name | Snail, Inc. |
| Entity Central Index Key | 0001886894 |
| Entity Tax Identification Number | 88-4146991 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 12049 Jefferson Blvd |
| Entity Address, City or Town | Culver City |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 90230 |
| City Area Code | (310) |
| Local Phone Number | 988-0643 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share |
| Trading Symbol | SNAL |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | true |