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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 5, 2023

 

AMMO, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-13101   83-1950534

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

7681 E. Gray Rd.

Scottsdale, Arizona 85260

(Address of principal executive offices)

 

(480) 947-0001

(Registrant’s telephone number, including area code)

 

 

(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:

 

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
Common Stock, $0.001 par value   POWW   The Nasdaq Stock Market LLC (Nasdaq Capital Market)
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value   POWWP   The Nasdaq Stock Market LLC (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.

 

On January 5, 2023, Ammo, Inc., (the “Company”) held its 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”). Only shareholders of record as of the close of business on November 15, 2022 (“Record Date”), were entitled to vote at the 2022 Annual Meeting.

 

As of the Record Date, 117,449,755 shares of common stock (“Common Stock”) were outstanding and entitled to vote and represented one vote that could be voted on each matter that came before the 2022 Annual Meeting.

 

At the 2022 Annual Meeting, 58,235,232 shares of Common Stock were represented and voted, in person or by proxy, or 49.38% of the outstanding stock, constituting the presence in person or by proxy of the holders of more than one-third (33.33%) of the outstanding stock needed for a quorum at the 2022 Annual Meeting.

 

The following four proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 22, 2022, were before the 2022 Annual Meeting, and they received the votes listed below. Each proposal was approved.

 

Proposal 1: Election of Nine Directors to Serve until the 2023 Annual Meeting. Each nominee was elected by the Company’s shareholders, as recommended by the Company’s board of directors:

 

Nominee   For     Abstain     Broker-Non Votes  
Fred W. Wagenhals     50,920,362       5,437,812       1,877,058  
Russell William Wallace, Jr.     46,039,692       10,318,482       1,877,058  
Harry S. Markley     49,611,704       6,746,470       1,877,058  
Jessica M. Lockett     48,870,399       7,487,775       1,877,058  
Richard R. Childress     47,566,005       8,772,150       1,897,077  
Steven F. Urvan     53,773,495       2,584,677       1,877,060  
Wayne Walker     51,069,318       5,288,856       1,877,058  
Christos Tsentas     52,862,113       3,496,061       1,877,058  
Randy E. Luth     52,940,458       3,417,716       1,877,058  

 

Proposal 2: Ratification of the Appointment of Pannell Kerr Forster of Texas, P.C. as the Company’s Independent Registered Public Accounting Firm. The shareholders ratified the appointment of Pannell Kerr Forster of Texas, P.C. as the Company’s independent registered public accounting firm, as recommended by the Company’s board of directors.

 

For   Against   Abstentions 
 56,689,569    705,837    839,825 

 

Proposal 3: Approval on an Advisory Basis of the Compensation of Named Executive Officers. The shareholders approved, on an advisory basis, the compensation of our named executive officers.

 

For   Against   Abstentions   Broker Non-Votes 
 49,858,872    5,716,333    782,969    1,877,058 

 

Proposal 4: Approval of the Stock Incentive Plan Amendment Proposal. The shareholders approved the Ammo, Inc. 2017 Equity Incentive Plan amendment.

 

For   Against   Abstentions   Broker Non-Votes 
 28,882,181    26,718,899    757,094    1,877,058 

 

 

 

 

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.

 

  AMMO, INC.
   
Dated: January 10, 2023 By: /s/ Robert D. Wiley
    Robert D. Wiley
    Chief Financial Officer

 

 

 

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