Current Report Filing (8-k)
20 May 2022 - 8:59PM
Edgar (US Regulatory)
0001218683
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0001218683
2022-05-18
2022-05-18
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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):
May 18, 2022
Mawson Infrastructure Group Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-40849 |
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88-0445167 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
Level 5, 97 Pacific Highway, North Sydney NSW Australia |
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2060 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code +61 (0)2 8624 6169
(Former name or former address, if changed since
last report)
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Common Stock, $0.001 par value |
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MIGI |
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The Nasdaq Stock Market LLC |
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
(a) On
May 18, 2022, Mawson Infrastructure Group Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual
Meeting”).
(b) The
following matters were considered and voted on at the Annual Meeting:
(i) the
election of four (4) nominees to serve on the board of directors of the Company (the “Board”) until the 2023 annual meeting
of stockholders or until his respective successor is duly elected and qualified;
(ii) the
ratification of the appointment of LNP Audit and Assurance International Pty Ltd as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2022;
(iii) an
advisory vote to approve the compensation paid to the Company’s named executive officers (“Say-on-Pay”); and
(iv) an
advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers (“Say-on-Frequency”).
At the Annual Meeting:
(I) each
of Greg Martin, Michael Hughes, Yossi Keret and James Manning were elected to serve on the Board until the 2023 annual meeting of stockholders
or until his respective successor is duly elected and qualified;
(II) the
appointment of LNP Audit and Assurance International Pty Ltd as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2022, was ratified;
(III) the
advisory vote to approve named executive officer compensation (“Say-on-Pay”) was approved; and
(IV) the
frequency of future advisory votes to approve the compensation of our named executive officers (“Say-on-Frequency”) was approved
every three (3) years.
The voting results were as follows:
(A) Election
of four (4) members of the Board:
Nominee | |
For | | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
Greg Martin | |
| 30,837,009 | | |
| 7,866 | | |
| 647 | | |
| 7,984,445 | |
Michael Hughes | |
| 30,481,088 | | |
| 364,262 | | |
| 172 | | |
| 7,984,445 | |
Yossi Keret | |
| 30,339,554 | | |
| 501,902 | | |
| 4,066 | | |
| 7,984,445 | |
James Manning | |
| 30,837,901 | | |
| 4,473 | | |
| 3,148 | | |
| 7,984,445 | |
(B) The
ratification of the appointment of LNP Audit and Assurance International Pty Ltd as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2022:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 38,826,008 | | |
| 2,853 | | |
| 1,106 | | |
| 0 | |
(C) The
advisory vote to approve the compensation paid to the Company’s named executive officers (“Say-on-Pay”):
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 30,809,721 | | |
| 12,298 | | |
| 23,503 | | |
| 7,984,445 | |
(D) The
advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers (“Say-on-Frequency”):
3 Years | | |
2 Years | | |
1 Year | | |
Abstain | | |
Broker Non-Votes | |
| 27,855,724 | | |
| 63,452 | | |
| 2,627,650 | | |
| 298,696 | | |
| 7,984,445 | |
(E) The Company
has decided in light of the results of the “Say-on-Frequency” proposal to include
a stockholder vote on the compensation of executives in the Company’s proxy materials every 3 years until the next required vote
on the frequency of shareholder votes on the compensation of executives.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Mawson Infrastructure Group Inc. |
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Date: May 20, 2022 |
By: |
/s/ James Manning |
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James Manning |
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Chief Executive Officer |
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