Polished.com Inc.
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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): January 19, 2023

 

POLISHED.COM INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39418   83-3713938
(State or other jurisdiction
of incorporation) 
  (Commission File Number)   (IRS Employer
Identification No.)

 

1870 Bath Avenue, BrooklynNY 11214

(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number, including area code: (800299-9470

 

 

(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 CFR230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-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, $0.0001 par value per share   POL   NYSE American LLC
Warrants to Purchase Common Stock   POL WS   NYSE American 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.

 

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

 

Nominee  For   Withheld   Broker Non-Votes 
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 
Houman Akhavan   41,249,243    2,563,367    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.

 

(d) Exhibits

 

Exhibit
Number
  Description
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)

 

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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. 

 

  POLISHED.COM INC.

 

  By: /s/ J.E. “Rick” Bunka
  Name:  J.E. “Rick” Bunka
  Title: Interim Chief Executive Officer

 

Dated:    January 19, 2023

 

 

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