Remark Holdings, Inc.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 07/31/2020   Download
SEC Document
SEC Filing
At the 2020 annual meeting of stockholders (the “2020 Annual Meeting) of Remark Holdings, Inc. (“we”, “us” or “our”) held on July 23, 2020, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock to 300,000,000, and we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware on July 23, 2020 to reflect this amendment.

We subsequently determined that the disclosure contained in the definitive proxy statement disseminated to our stockholders in connection with the 2020 Annual Meeting included an inadvertent drafting error describing the proposal to approve the Charter Amendment as a non-discretionary item instead of a discretionary item. In particular, the proxy statement suggested that brokers would not have the ability to vote shares held on behalf of a beneficial owner for which no voting instructions are provided with respect to the approval of the proposal, even though, consistent with applicable rules, such discretionary voting is permitted on this proposal.

As a result, on July 30, 2020, we filed a Certificate of Correction (the “Certificate of Correction”) of the Charter Amendment with the Secretary of State of the State of Delaware that serves to nullify the increase in the number of authorized shares included in the Charter Amendment, which became effective immediately upon filing. The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.