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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

December 10, 2024

 

MDB CAPITAL HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

 

Delaware   001-41751   87-4366624
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

14135 Midway Road, Suite G-150

Addison, TX 75001

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (945) 262-9010

 

Check the appropriate box below if the Form 8-K 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 Exchange Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Shares, representing Limited Liability Interests   MDBH   Nasdaq Capital Market

 

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

 

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of MDB Capital Holdings, LLC (the “Company”) was held on December 10, 2024. At the Annual Meeting, the Company’s shareholders:

 

  ●

Elected eight nominees to serve as directors until the 2025 annual meeting of shareholders and until their successors are duly elected and qualified;

 

  ●

Considered and voted on a non-binding advisory resolution to approve the compensation paid to our named executive officers for our 2025 fiscal year;

 

  ●

Considered and voted on a non-binding advisory determination of the frequency of future advisory votes on the compensation paid to our named executive officers; and

 

  ● Ratified the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2024.

 

There were outstanding, as of the close of business on October 11, 2024, the record date for the Annual Meeting, 4,295,632 shares of Class A Common Stock of the Company, each entitled to one vote per shares, and 5,000,000 shares of Class B Common Stock of the Company, each entitled to five votes per share. There were 29,295,632 votes entitled to vote at the Annual Meeting represented by these shares. There were present at the Annual Meeting, either in person or represented by proxy, 27,086,417 votes, representing 92.45% of the shares entitled to vote at the Annual Meeting.

 

On each of Proposals 1 and 2, there were 1,363,186 broker non-votes, and for Proposal 4 there were no broker non-votes.

 

The final number of votes cast for, against, withheld or abstaining with respect to each Proposal is set forth below.

 

Proposal 1 

Shares For

   Shares Withheld 
Christopher Marlett   25,667,802    55,429 
Anthony DiGiandomenico   25,670,252    52,979 
George Brandon   25,668,203    55,028 
Mo Hayat   25,668,102    55,129 
Susanne Meline   25,695,603    27,628 
Mathew Hayden   25,695,152    28,079 
Sean Magennis   25,599,786    123,445 
Daniel Torpey   25,713,720    9,511 

 

Proposal 2  Shares For   Shares Against  

Shares

Abstaining

 
The non-binding advisory resolution to approve the compensation paid to our named executive officers for our 2025 fiscal year.   25,595,078    101,568    26,585 

 

Proposal 3  Shares For One Year   Shares For Two Years   Shares For Three Years  

Shares

Abstaining

 
The non-binding advisory determination of the frequency of future advisory votes on the compensation paid to our named executive officers   346,073    19,124    25,209,730    148,304 

 

Proposal 4  Shares For   Shares Against  

Shares

Abstaining

 
Ratification of the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2024.   27,078,560    901    6,956 

 

Based on the vote under Proposal 3, the Company will ask the shareholders every three years for an advisory vote on the compensation paid to the named executive officers.

 

 

 

 

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.

 

Date: December 13, 2024 MDB CAPITAL HOLDINGS, LLC
     
  By /s/ Jeremy W. James
    Jeremy W. James
    Chief Financial Officer

 

 

 

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Entity File Number 001-41751
Entity Registrant Name MDB CAPITAL HOLDINGS, LLC
Entity Central Index Key 0001934642
Entity Tax Identification Number 87-4366624
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 14135 Midway Road
Entity Address, Address Line Two Suite G-150
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