--- schema_version: "secwatch.filing_event.v1" accession: "0001214659-22-014162" form_type: "8-K" ticker: "GPUS" cik: "0000896493" company_name: "Hyperscale Data, Inc." filed_at: "2022-11-23T23:59:59+00:00" generated_at: "2026-06-21T13:44:55.289233+00:00" event_type: "dividend" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # BitNile Holdings Announces Dividend of 140M Imperalis Shares and Annual Meeting Results ## Summary - Stockholders approved election of seven directors, ratification of Marcum LLP, say-on-pay, acceleration of 1M share grants, and the 2022 Stock Incentive Plan. - Stockholders rejected proposal to increase authorized shares from 500M to 1.25B and equity issuances to directors/officers. - Board declared pro rata dividend of 140M shares of Imperalis (TurnOnGreen) common stock plus warrants for 140M additional shares. - Record date for dividend is December 30, 2022; distribution date is January 5, 2023; represents ~81% of TurnOnGreen's outstanding stock. ## SEC filing metadata - accession: 0001214659-22-014162 - form_type: 8-K - ticker: GPUS - cik: 0000896493 - company_name: Hyperscale Data, Inc. - filed_at: 2022-11-23T23:59:59+00:00 - event_type: dividend - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/896493/000121465922014162/0001214659-22-014162-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/896493/000121465922014162/g11232208k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001214659-22-014162 - JSON: https://secwatch.observer/filing/0001214659-22-014162.json - Plain text: https://secwatch.observer/filing/0001214659-22-014162.txt ## Key facts - Shareholder Votes Hyperscale Data, Inc. shareholders approved Approval of the BitNile Holdings, Inc. 2022 Stock Incentive Plan. at the 2022-11-23 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2022-11-23 source text: Proposal Seven : Approval of the BitNile Holdings, Inc. 2022 Stock Incentive Plan. For Against Abstain Broker Non-Votes 79,407,581 42,057,883 2,289,216 56,056,879 evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465922014162/0001214659-22-014162-index.htm - Shareholder Votes Hyperscale Data, Inc. shareholders approved Non-binding advisory vote on the compensation of the Company's named executive officers. at the 2022-11-23 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2022-11-23 source text: Proposal Three : Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers. For Against Abstain Broker Non-Votes 77,723,245 43,326,219 2,705,216 56,056,879 evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465922014162/0001214659-22-014162-index.htm - Shareholder Votes Hyperscale Data, Inc. shareholders rejected Amendment to the Certificate of Incorporation to increase authorized shares of Class A Common Stock from 500,000,000 to 1,250,000,000. at the 2022-11-23 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2022-11-23 source text: Proposal Four : Approval of the amendment to the Company’s Certificate of Incorporation to increase the authorized shares of Class A Common Stock (the “ Common Stock ”) from 500,000,000 to 1,250,000,000. For Against Abstain Broker Non-Votes 107,500,647 70,676,809 1,634,103 0 evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465922014162/0001214659-22-014162-index.htm - Shareholder Votes Hyperscale Data, Inc. shareholders rejected Approval of the 2022 equity issuances to directors and executive officers to comply with NYSE American listing rules. at the 2022-11-23 meeting. - Proposal: equity plan - Outcome: failed - Meeting: 2022-11-23 source text: Proposal Five : Approval of the 2022 equity issuances to directors and executive officers of the Company, in order to comply with the listing rules of the NYSE American. For Against Abstain Broker Non-Votes 39,180,606 38,678,033 45,896,041 56,056,879 evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465922014162/0001214659-22-014162-index.htm - Shareholder Votes Hyperscale Data, Inc. shareholders approved Election of seven director nominees named by the Company to hold office until the next annual meeting of stockholders. at the 2022-11-23 meeting. - Proposal: director election - Outcome: passed - Meeting: 2022-11-23 source text: Proposal One : The election of seven director nominees named by the Company to hold office until the next annual meeting of stockholders. For Against Abstain Broker Non-Votes Milton C. Ault, III 90,834,197 30,340,778 2,579,705 56,056,879 William B. Horne 90,677,623 29,417,886 3,659,171 56,056,879 Henry C. Nisser 90,370,757 29,506,305 3,877,618 56,056,879 Robert O. Smith 89,317,969 30,276,495 4,160,216 56,056,879 Howard Ash 89,816,820 29,779,262 4,158,598 56,056,879 Jeffrey A. Bentz 91,341,683 28,177,259 4,235,738 56,056,879 Mordechai Rosenberg 91,719,337 27,709,155 4,326,188 56,056,879 evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465922014162/0001214659-22-014162-index.htm - Shareholder Votes Hyperscale Data, Inc. shareholders approved Ratification of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. at the 2022-11-23 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2022-11-23 source text: Proposal Two : The ratification of Marcum LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. For Against Abstain Broker Non-Votes 158,508,739 16,521,406 4,781,414 0 evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465922014162/0001214659-22-014162-index.htm - Shareholder Votes Hyperscale Data, Inc. shareholders approved Approval of the acceleration of vesting of certain unvested stock grants made in August 2021 to current board members (1,000,000 shares of Common Stock) to comply with NYSE American listing rules. at the 2022-11-23 meeting. - Outcome: passed - Meeting: 2022-11-23 source text: Proposal Six : Approval of the acceleration of the vesting of certain unvested stock grants made in August of 2021 to current members of our board of directors, consisting of an aggregate of 1,000,000 shares of Common Stock, in order to comply with the listing rules of the NYSE American. For Against Abstain Broker Non-Votes 79,784,402 39,877,807 4,092,471 56,056,879 evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465922014162/0001214659-22-014162-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.