UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 |
As described in Item 5.07 below, at the annual meeting of stockholders (the “Annual Meeting”) of Soluna Holdings, Inc. (the “Company”), held on May 30, 2024, the Company’s stockholders approved amendments (the “Amendments”) to the Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”) and the Amended and Restated 2023 Stock Incentive Plan (the “2023 Plan” and together the “Plans”) to change the calculation of shares authorized under the Plans. The 2021 Plan was adopted on February 12, 2021, and has been amended and restated on October 29, 2021, May 27, 2022 and on March 10, 2023, and the 2023 Plan was adopted on February 28, 2023 and amended and restated on June 29, 2023.
Detailed summaries of the Amendments to the Plans that were approved by the Company’s stockholders were included in the Company’s proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024 (the “2024 Proxy Statement”) and is available at the SEC’s website at www.sec.gov. The terms and conditions of the Plans are described in detail in that proxy statement. The foregoing description of the Plans are qualified in their entirety by the terms of the Plans.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Proposal 1: Election of Directors
At the Annual Meeting, the Company’s stockholders voted on the election of Edward R. Hirshfield as a Director to serve until the Company’s 2027 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, retirement, disqualification, resignation, or removal. Mr. Hirshfield received the following votes:
| For | Withhold | Broker Non-Votes | ||
| 1,332,958 | 113,113 | 895,994 |
At the Annual Meeting, the Company’s stockholders voted on the election of William P. Phelan as a Director to serve until the Company’s 2027 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, retirement, disqualification, resignation, or removal. Mr. Phelan received the following votes:
| For | Withhold | Broker Non-Votes | ||
| 1,383,622 | 62,449 | 895,994 |
At the Annual Meeting, the Company’s stockholders voted on the election of John Bottomley as a Director to serve until the Company’s 2027 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, retirement, disqualification, resignation, or removal. Mr. Bottomley received the following votes:
| For | Withhold | Broker Non-Votes | ||
| 1,393,679 | 52,392 | 895,994 |
At the Annual Meeting, the Company’s stockholders voted on the election of John Belizaire as a Director to serve until the Company’s 2027 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, retirement, disqualification, resignation, or removal. Mr. Belizaire received the following votes:
| For | Withhold | Broker Non-Votes | ||
| 1,396,566 | 49,505 | 895,994 |
Proposal 2: Approval of Note Conversion Price and Warrant Exercise Price Adjustments
At the Annual Meeting, the Company’s stockholders voted on the approval of the reduction of the conversion price of certain secured convertible notes (the “Notes”) issued pursuant to the Fourth Amendment Agreement, the reduction of the exercise price of certain warrants held by said noteholders (the “Noteholder Warrants”), the issuance of shares of the Company’s common stock upon conversion of the Notes at the reduced conversion price, and the issuance of shares of the Company’s common stock upon the exercise of the Noteholder Warrants under the amended terms. The Proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,317,123 | 58,238 | 70,710 | 895,994 |
Proposal 3: Approval of Amendment to 2021 Plan
At the Annual Meeting, the Company’s stockholders voted on the approval of an amendment to the Soluna Holdings, Inc. 2021 Third Amended and Restated Stock Incentive Plan, which would change the calculation of the number of shares of common stock available for awards under the Plan. The Proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,353, 344 | 73,904 | 18,823 | 895,994 |
Proposal 4: Approval of Amendment to 2023 Plan
At the Annual Meeting, the Company’s stockholders voted on the approval of an amendment to the Soluna Holdings, Inc. 2023 Amended and Restated Stock Incentive Plan, which would change the calculation of the number of shares of common stock available for awards under the Plan. The Proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,353, 323 | 74,055 | 18,693 | 895,994 |
Proposal 5: Ratification of Independent Registered Public Accounting Firm
At the Annual Meeting, the Company’s stockholders voted on a proposal to ratify the selection of UHY LLP as the Company’s independent registered public account firm for fiscal year 2024. The Proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 2,240,125 | 96,420 | 5,520 | 0 |
The results reported above are final voting results.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| 104 | Cover Page Interactive Data File (embedded with 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.
| SOLUNA HOLDINGS, INC. | ||
| Date: June 3, 2024 | By: | /s/ John Tunison |
| John Tunison | ||
| Chief Financial Officer | ||
| (principal financial officer) | ||