Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 10, 2023, Verb Technology Company, Inc. (the “Company”), held a special
meeting of stockholders (the “Special Meeting”) to vote on four Proposals, as
identified below. Present virtually, or represented by valid proxy at the
Special Meeting were a total of 77,367,918 shares of the Company’s common stock,
out of a total of 153,610,152 shares of common stock issued and outstanding and
entitled to vote, and the one share of the Company’s Series B Preferred Stock
(the “Preferred Stock”) that was issued and outstanding, and entitled to vote as
of the record date for the Special Meeting, constituting a quorum.
As previously described in in the Company’s Proxy Statement, the holder of
record of the one outstanding share of the Company’s Preferred Stock was
entitled to 700,000,000 votes. The Preferred Stock had the right to vote only on
Proposal 1 and Proposal 2, but the votes could only be cast in the same
proportion, both For and Against as the shares of the common stock voted on
Proposal 1 and Proposal 2. As such, the votes of the Preferred Stock could not
change the outcome of the vote of the common stock, only amplify it.
The following proposals, each as described further in the Proxy Statement, were
voted upon by the stockholders:
Proposal 1 – Increase in the Number of Shares of Authorized Common Stock
Stockholders approved the amendment to increase the number of authorized common
stock from 200,000,000 to 400,000,000 shares, based on the votes listed below:
For Against Abstain
589,236,632 (75.85%) 187,561,105 (24.14%) 570,181
Proposal 2 – Reverse Stock Split
Stockholders approved the board of directors to effect a Reverse Stock Split of
the outstanding shares of our common stock within one (1) year of April 10,
2023, at a specific ratio within a range of one-for-five (1-for-5) to a maximum
of a one-for-forty (1-for-40) split, with the specific ratio to be fixed within
this range by the board of directors in its sole discretion without further
stockholder approval, based on the votes listed below:
For Against Abstain
654,072,880 (84.16%) 123,068,063 (15.83%) 226,975
Proposal 3 – Incentive Plan Amendment
Stockholders approved the amendment to the Company’s 2019 Incentive Compensation
Plan to increase the number of shares authorized under the plan by 15,000,000
shares of common stock, based on the votes listed below:
For Against Abstain
28,761,933 (74.25%) 9,973,901 (25.74%) 386,308
Proposal 4 – Nasdaq Approval
Stockholders approved the issuance of common stock in partial or full
satisfaction of the outstanding amounts due under that certain Promissory Note
dated November 7, 2022 issued by the Company to an accredited investor, based on
the votes listed below:
For Against Abstain
29,828,003 (80.00%) 7,453,155 (19.99%) 1,840,984
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