Current Report Filing (8-k)
11 January 2023 - 08:16AM
Edgar (US Regulatory)
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2023-01-05
2023-01-05
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2023-01-05
2023-01-05
0001015383
POWW:Sec8.75SeriesCumulativeRedeemablePerpetualPreferredStock0.001ParValueMember
2023-01-05
2023-01-05
iso4217:USD
xbrli:shares
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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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