8-K
filed April 25, 2023, 7:59 PM ET
ticker GAIA
CIK 0001089872
other
confidence high
sentiment neutral
materiality 0.25
Gaia amends bylaws and holds 2023 annual meeting; all directors elected
GAIA, INC
- Bylaws amended to remove stock certificate requirement, lengthen shareholder nomination notice period, and grant majority shareholders authority to change board size.
- Chairman authorized to fix salaries, remove officers without cause, delegate duties, and cast tie-breaking vote on board.
- All six director nominees elected with between 57.6M and 57.7M votes for each; no broker non-votes.
- Non-binding say-on-pay approved with 61.7M for, 329K against; frequency of advisory vote set to every three years.
- Board will include say-on-pay proposal every three years until next required frequency vote.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GAIA, INC: Amended and restated bylaws effective April 20, 2023, making changes including removal of stock certificate requirement, revision of shareholder nomination/proposal notice requirements, shifting director count authority to majority shareholders, and authorizing Chairman powers (effective 2023-04-20).
- Change
- bylaw amendment
- Effective
- 2023-04-20
Exact text from the filing
On April 20, 2023, the Board of Directors of Gaia, Inc. formerly known as Gaiam, Inc. until July 14, 2016 (the “Company” or "Gaia"), amended and restated the Company's bylaws, adopting the 2015 amended and restated bylaws of Gaia International, Inc. formerly known as Gaia, Inc. until July 14, 2016 ("Gaia International"), effective as of April 20, 2023 (the “Amended and Restated Bylaws”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GAIA, INC shareholders approved Advisory vote on frequency of say-on-pay at the 2023-04-20 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-04-20
Exact text from the filing
Proposal 3 Proposal 3 was a non-binding advisory proposal to approve the frequency of the advisory approval of executive compensation. “Three years” was approved. Broker 1 Year 2 Years 3 Years Abstentions Non-Votes Uncast 4,920,249 3,217 57,129,957 2,181 — 7,845,431
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GAIA, INC shareholders approved Election of directors at the 2023-04-20 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-04-20
Exact text from the filing
Proposal 1 All of the directors of Gaia are elected annually. All nominees for director were elected by the following votes, each to serve until the next annual meeting of shareholders to be held in 2024 or until successors are duly elected and qualified: Broker For Withheld Non-Votes Jirka Rysavy 57,629,850 4,425,754 — Kristin Frank 57,634,172 4,421,432 — James Colquhoun 57,653,836 4,401,768 — Keyur Patel 57,674,845 4,380,759 — Paul Sutherland 57,654,285 4,401,319 — Anaal Udaybabu 57,664,145 4,391,459 —
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GAIA, INC shareholders approved Advisory vote on executive compensation (Say-on-Pay) at the 2023-04-20 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-04-20
Exact text from the filing
Proposal 2 Proposal 2 was a non-binding advisory proposal to approve Gaia’s executive compensation. This proposal was approved. Broker For Against Abstain Non-Votes 61,710,746 329,441 15,417 —
View on SEC.gov
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