Current Report Filing (8-k)
29 December 2021 - 1:00AM
Edgar (US Regulatory)
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0001499717
2021-12-27
2021-12-27
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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
December
27, 2021
Date
of Report (Date of earliest event reported)
STAFFING
360 SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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|
001-37575
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68-0680859
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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641
Lexington Avenue
27th
Floor
New
York, NY 10022
(Address
of principal executive offices)
(646)
507-5710
(Registrant’s
telephone number, including area code)
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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock
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STAF
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NASDAQ
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Item
3.03
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Material
Modification to Rights of Security Holders.
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To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
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On
December 27, 2021, Staffing 360 Solutions, Inc. (the “Company”) held a special meeting of stockholders (the “Special
Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s 2021 Omnibus Incentive
Plan (the “2021 Plan”) to increase the number of shares of common stock available for issuance pursuant to awards under the
2021 Plan by an additional 3,000,000 shares, to a total of 5,000,000 shares of our common stock (the “Plan Amendment”).
For
more information about the Plan Amendment and the 2021 Plan, see the Company’s definitive proxy statement for the Special Meeting,
filed with the Securities and Exchange Commission on November 29, 2021 (the “Proxy Statement”), the relevant portions of
which are incorporated herein by reference. The description of the Plan Amendment above and such portions of the Company’s Proxy
Statement are qualified in their entirety by reference to the full text of the Plan Amendment, filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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At
the Special Meeting, the Company’s stockholders also approved (i) an amendment to the Amended and Restated Certificate of Incorporation
of the Company (as amended to date, the “Charter”) to effect an increase to its number of shares of authorized common stock,
par value $0.00001 (the “Common Stock”) from 40,000,000 to 200,000,000 and to make a corresponding change to the number of
authorized shares of capital stock of the Company (the “Authorized Share Increase Amendment”) and (ii) an amendment to the
Charter such that further increases to the number of shares of authorized Common Stock need not be subject to a class vote pursuant to
section 242(b)(2) of the Delaware General Corporation Law (the “242(b)(2) Opt-Out Amendment”).
On
December 27, 2021, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Certificate
of Amendment”) with the Secretary of State of Delaware to effect the Authorized Share Increase Amendment and the 242(b)(2) Opt-Out
Amendment.
For
more information about the Authorized Share Increase Amendment and the 242(b)(2) Opt-Out Amendment, see the Company’s Proxy
Statement, the relevant portions of which are incorporated herein by reference. The information set forth herein is qualified in its
entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1.
Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the Special Meeting, the proposals set forth below were submitted to a vote of the Company’s stockholders. The final voting results
are as follows:
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1.
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To
approve the Authorized Share Increase Amendment.
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For
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Against
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Abstain
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9,423,431
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2,109,357
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19,700
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2.
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To
approve the 242(b)(2) Opt-Out Amendment.
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For
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Against
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Abstain
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9,334,261
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2,189,333
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28,894
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3.
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To
approve the Plan Amendment.
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For
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Against
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Abstain
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Broker
non-votes
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7,125,016
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1,138,773
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25,761
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3,262,938
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For
more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
Item
9.01Financial Statements and Exhibits.
(d)
Exhibits.
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 28, 2021
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STAFFING
360 SOLUTIONS, INC.
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By:
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/s/
Brendan Flood
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Brendan
Flood
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Chairman,
President and Chief Executive Officer
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Staffing 360 Solutions (NASDAQ:STAF)
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