SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 19, 2023, Polished.com Inc. (the “Company”) held its annual meeting of stockholders via live audio webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 19, 2022 (the “Proxy Statement”). At the beginning of the Annual Meeting, there were 67,883,900 shares of common stock present or represented by proxy at the Annual Meeting, which represented 64.51% of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on December 12, 2022.
The stockholders of the Company voted on the following proposals at the Annual Meeting:
|1.||To elect the nine (9) nominees identified in the Proxy Statement to serve as directors on the Board of Directors for the ensuing year.|
|2.||To approve an amendment of the Company’s amended and restated certificate of incorporation to increase the number of shares of common stock that it is authorized to issue from 200,000,000 shares to 250,000,000 shares.|
The Company’s inspector of elections certified the following vote tabulations:
Proposal 1: Election of Directors
|Ellery W. Roberts||34,571,950||9,240,660||24,071,290|
|Ellette A. Anderson||32,452,143||11,360,467||24,071,290|
|Clark R. Crosnoe||33,633,027||10,179,583||24,071,290|
|Glyn C. Milburn||34,035,509||9,777,101||24,071,290|
|G. Alan Shaw||36,458,111||7,354,499||24,071,290|
|Alan P. Shor||32,551,490||11,261,120||24,071,290|
|Edward J. Tobin||34,876,136||8,936,474||24,071,290|
|James M. Schneider||35,991,866||7,820,744||24,071,290|
Each of the nine nominees for director was elected to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier resignation or removal.
Proposal 2: Charter Amendment
The information set forth in Item 8.01 of this Current Report is incorporated into this Item 5.07 by reference.
Item 8.01 Other Events.
With respect to Proposal 2, regarding an amendment to the Company’s amended and restated certificate of incorporation to increase the number of shares of common stock that it is authorized to issue from 200,000,000 shares to 250,000,000 shares, the Annual Meeting was adjourned to February 2, 2023, at 11:00 a.m. Eastern Time. The adjourned Annual Meeting will be held via live webcast, at https://web.lumiagm.com/295686073. The purpose of the adjournment is to allow additional time for the Company’s stockholders to vote on Proposal 2.
On January 19, 2023, the Company issued a press release announcing that the Annual Meeting has been adjourned to February 2, 2023, at 11:00 a.m. Eastern Time, with respect to Proposal 2. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press Release dated January 19, 2023, issued by Polished.com Inc.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
|By:||/s/ J.E. “Rick” Bunka|
|Name:||J.E. “Rick” Bunka|
|Title:||Interim Chief Executive Officer|
Dated: January 19, 2023