8-K/A
filed April 4, 2024, 7:59 PM ET
ticker MRDN
CIK 0001437925
M&A
confidence high
sentiment neutral
materiality 0.85
Golden Matrix shareholders approve Meridian acquisition, adopt 2023 equity plan
Meridian Holdings Inc./NV
- Proposal 1 (Purchase Agreement) approved: 32,458,093 for, 4,772 against, 2,025 abstentions.
- Proposal 8 (2023 Equity Incentive Plan) approved: 31,492,054 for, 831,199 against, 141,637 abstentions.
- Plan reserves up to 50M shares, with annual evergreen increase of up to 5% or 5M shares through 2032.
- Stockholders also approved declassification of board, opt-out of Nevada Control Share Act, and increase in authorized shares from 250M to 300M.
- Closing of Meridian acquisition expected in April 2024, subject to funding and other conditions.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Meridian Holdings Inc./NV shareholders approved Proposal No. 4: The Declassification Proposal – to adopt a Certificate of Amendment to remove the provisions providing for a three class, classified Board of Directors at the 2024-04-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-04-04
Exact text from the filing
4. Proposal No. 4: The Declassification Proposal – to consider and vote upon the adoption of a Certificate of Amendment to amend our Amended and Restated Articles of Incorporation to remove the provisions thereof providing for a three class, classified Board of Directors of the Company (the “ Declassification of the Board ”): For Against Abstentions Broker Non-Votes 31,857,098 605,447 2,345 — Proposal No. 4 received the affirmative vote of both (a) a majority of the voting shares eligible to be voted at the Special Meeting; and (b) at least 662⁄3% of the issued and outstanding shares of stock of the Company entitled to vote in the election of directors (excluding stock entitled to vote only upon the happening of a fact or event unless such fact or event shall have occurred), and as such Proposal No. 4 was approved at the Special Meeting.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Meridian Holdings Inc./NV shareholders approved Proposal No. 1: The Purchase Agreement Proposal – to approve the terms of, and the issuance of shares of common stock in connection with, the Amended and Restated Sale and Purchase Agreement of Share Capital at the 2024-04-04 meeting.
- Outcome
- passed
- Meeting
- 2024-04-04
Exact text from the filing
At the Special Meeting, stockholders approved the following proposals, described below, which are described in greater detail in the Proxy Statement: 1. Proposal No. 1: The Purchase Agreement Proposal – to consider and vote upon a proposal to approve, for the purposes of Nasdaq Listing Rules 5635(a) and (b), the terms of, and the issuance of shares of common stock in connection with, that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023 (as amended by that certain First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated September 22, 2023 and that certain Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated and effective January 22, 2024, and entered into on September 27, 2023, and as further amended from time to time, the “ Purchase Agreement ”) by and between the Company, as purchaser and Aleksandar Milovanović, Zoran Milošević and Snežana Božović, owners of the Merid
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Meridian Holdings Inc./NV shareholders approved Proposal No. 5: The Control Share Act Opt Out Proposal – to adopt a Certificate of Amendment to opt out of Nevada Revised Statutes Sections 78.378 to 78.3793 (the Nevada Control Share Act) at the 2024-04-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-04-04
Exact text from the filing
5. Proposal No. 5: The Control Share Act Opt Out Proposal – to consider and vote upon the adoption of a Certificate of Amendment to amend our Amended and Restated Articles of Incorporation to opt out of Nevada Revised Statutes Sections 78.378 to 78.3793 (the Nevada Control Share Act)(the “ Control Share Act Opt Out ”): For Against Abstentions Broker Non-Votes 32,455,005 6,542 3,243 — Proposal No. 5 received the affirmative vote of a majority of the shares entitled to vote at the Special Meeting, and as such Proposal No. 5 was approved at the Special Meeting.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Meridian Holdings Inc./NV shareholders approved Proposal No. 2: The Compensation Proposal – to consider and vote upon, on a non-binding, advisory basis, the contingent compensation that may be paid or become payable to certain of Golden Matrix’s named executive officers after the Purchase at the 2024-04-04 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-04-04
Exact text from the filing
2. Proposal No. 2: The Compensation Proposal – to consider and vote upon, on a non-binding, advisory basis, the contingent compensation that may be paid or become payable to certain of Golden Matrix’s named executive officers after the Purchase: For Against Abstentions Broker Non-Votes 31,006,950 122,618 1,335,322 — More votes were cast in favor of approval of Proposal No. 2, then against Proposal No. 2, and as such Proposal No. 2 was approved at the Special Meeting.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Meridian Holdings Inc./NV shareholders approved Proposal No. 8: The Equity Plan Proposal – to adopt the Golden Matrix Group, Inc. 2023 Equity Incentive Plan at the 2024-04-04 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2024-04-04
Exact text from the filing
8. Proposal No. 8: The Equity Plan Proposal – to consider and vote upon the adoption of the Golden Matrix Group, Inc. 2023 Equity Incentive Plan: For Against Abstentions Broker Non-Votes 31,492,054 831,199 141,637 — More votes were cast in favor of approval of Proposal No. 8, then against Proposal No. 8, and as such Proposal No. 8 was approved at the Special Meet
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Meridian Holdings Inc./NV shareholders approved Proposal No. 3: The Nasdaq Proposal – to approve, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of more than 20% of the Company’s issued and outstanding common stock and voting stock in certain private offerings after the date of the Special Meeting at the 2024-04-04 meeting.
- Outcome
- passed
- Meeting
- 2024-04-04
Exact text from the filing
3. Proposal No. 3: The Nasdaq Proposal – to consider and vote upon a proposal to approve, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of more than 20% of the Company’s issued and outstanding common stock and voting stock in certain private offerings after the date of the Special Meeting: For Against Abstentions Broker Non-Votes 31,641,158 821,507 2,225 — More votes were cast in favor of approval of Proposal No. 3, then against Proposal No. 3, and as such Proposal No. 3 was approved at the Special Meeting.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Meridian Holdings Inc./NV shareholders approved Proposal No. 6: The Stockholder Bylaws Amendment Proposal – to adopt a Certificate of Amendment to amend Article VI to remove the Board of Directors’ exclusive right to make, amend, alter, or repeal the bylaws and provide that stockholders have concurrent power at the 2024-04-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-04-04
Exact text from the filing
6. Proposal No. 6: The Stockholder Bylaws Amendment Proposal – to consider and vote upon the adoption of a Certificate of Amendment to amend our Amended and Restated Articles of Incorporation to amend Article VI thereof to (a) remove the Board of Directors’ exclusive right to make, amend, alter, or repeal the bylaws of the Company; and (b) provide that nothing in the Amended and Restated Articles of Incorporation shall deny the concurrent power of the stockholders (together with the directors) to adopt, alter, amend, restate, or repeal the Bylaws of the Company (the “ Stockholder Bylaws Amendment Right ”): For Against Abstentions Broker Non-Votes 32,454,344 8,547 1,999 — Proposal No. 6 received the affirmative vote of a majority of the shares entitled to vote at the Special Meeting, and as such Proposal No. 6 was approved at the Special Meeting.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Meridian Holdings Inc./NV shareholders approved Proposal No. 7: The Authorized Shares Increase Proposal – to adopt a Certificate of Amendment to increase the authorized number of shares of common stock from 250,000,000 to 300,000,000 at the 2024-04-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-04-04
Exact text from the filing
7. Proposal No. 7: The Authorized Shares Increase Proposal – to consider and vote upon the adoption of a Certificate of Amendment to our Amended and Restated Articles of Incorporation to amend Article III , Section 1 , to increase the Company’s authorized number of shares of common stock from two hundred and fifty million (250,000,000) shares to three hundred million (300,000,000) shares (the “ Increase in Authorized Shares ”): For Against Abstentions Broker Non-Votes 32,416,058 24,608 24,224 — Proposal No. 7 received the affirmative vote of a majority of the shares entitled to vote at the Special Meeting, and as such Proposal No. 7 was approved at the Special Meeting.
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.