---
schema_version: "secwatch.filing_event.v1"
accession: "0001062993-24-010348"
form_type: "8-K"
ticker: "ANY"
cik: "0001591956"
company_name: "Sphere 3D Corp."
filed_at: "2024-05-15T23:59:59+00:00"
generated_at: "2026-06-01T23:04:45.071002+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Sphere 3D annual meeting: board set at 4, directors re-elected, stock plan increased by 500K shares

## Summary
- Shareholders set board size at 4 with 88.2% in favor.
- Four directors elected: Hanley (92.4%), Harnett (83.3%), McEwan (83.7%), Trompeter (91.6%).
- MaloneBailey LLP ratified as auditor with 93.7% approval.
- Second Amended and Restated 2015 Performance Incentive Plan approved (74.999% for); adds 500,000 common shares.
- Advisory say-on-pay proposal passed with 84.2% support.

## SEC filing metadata
- accession: 0001062993-24-010348
- form_type: 8-K
- ticker: ANY
- cik: 0001591956
- company_name: Sphere 3D Corp.
- filed_at: 2024-05-15T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1591956/000106299324010348/0001062993-24-010348-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1591956/000106299324010348/form8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001062993-24-010348
- JSON: https://secwatch.observer/filing/0001062993-24-010348.json
- Plain text: https://secwatch.observer/filing/0001062993-24-010348.txt

## Key facts
- Shareholder Votes
  Sphere 3D Corp. shareholders approved Approval of Say-On-Pay Proposal at the 2024-05-15 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-05-15
  source text: On a vote taken regarding approval, on an advisory basis, of the compensation of our named executive officers, it was declared that the shareholders approved a resolution, on an advisory basis, of the compensation of our named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1591956/000106299324010348/0001062993-24-010348-index.htm
- Shareholder Votes
  Sphere 3D Corp. shareholders approved Ratification of the Selection of Auditors at the 2024-05-15 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-05-15
  source text: On a vote taken regarding the ratification of the selection of auditors, it was declared that the shareholders approved a resolution to appoint MaloneBailey LLP as auditors of Sphere 3D Corp.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1591956/000106299324010348/0001062993-24-010348-index.htm
- Shareholder Votes
  Sphere 3D Corp. shareholders approved Election of Directors at the 2024-05-15 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-15
  source text: On a vote taken regarding the election of directors, it was declared that the shareholders approved a resolution to elect the following nominees as directors of Sphere 3D Corp.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1591956/000106299324010348/0001062993-24-010348-index.htm
- Shareholder Votes
  Sphere 3D Corp. shareholders approved Approval of the Second Amended and Restated 2015 Performance Incentive Plan at the 2024-05-15 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2024-05-15
  source text: On a vote taken regarding approval of the Second Amended and Restated 2015 Performance Incentive Plan, it was declared that the shareholders approved a resolution to approve the Second Amended and Restated 2015 Performance Incentive Plan which increases the maximum number of common shares that may be issued under the Plan by an additional 500,000 shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1591956/000106299324010348/0001062993-24-010348-index.htm
- Shareholder Votes
  Sphere 3D Corp. shareholders approved To Set the Number of the Directors at Four at the 2024-05-15 meeting.
  - Outcome: passed
  - Meeting: 2024-05-15
  source text: On a vote taken to set the size of the board, it was declared that the shareholders approved a resolution to set the size of the board at four members.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1591956/000106299324010348/0001062993-24-010348-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.