8-K
filed December 28, 2023, 6:59 PM ET
CIK 0001499717
other material
confidence high
sentiment neutral
materiality 0.70
Staffing 360 shareholders approve reverse split (1:2-1:20) and authorized share increase to 250M
Staffing 360 Solutions, Inc.
- Shareholders approved reverse stock split at board's discretion, ratio 1:2 to 1:20, valid for one year.
- Authorized common shares increased from 200M to 250M; charter amendment filed on Dec 28, 2023.
- 2021 Omnibus Incentive Plan amended to add 1.56M shares, total reserved shares now 2.06M.
- All four director nominees elected: Dimitri Villard, Vincent Cebula, Nicholas Florio, Brendan Flood.
- Reverse split passed 2.77M for vs 0.99M against; share increase passed 2.08M for vs 1.78M against.
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
Staffing 360 Solutions, Inc.: Increased authorized shares of Common Stock from 200,000,000 to 250,000,000 and made corresponding change to authorized shares of capital stock (effective 2023-12-28).
- Change
- charter amendment
- Effective
- 2023-12-28
Exact text from the filing
At the Annual Meeting, the Company’s stockholders also approved an amendment to the Amended and Restated Certificate of Incorporation of the Company (as amended to date, the “Charter”) to increase the number of authorized shares of Common Stock from 200,000,000 to 250,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock of the Company (the “Authorized Share Increase Amendment”). On December 28, 2023, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware in the form of the Authorized Share Increase Amendment.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Staffing 360 Solutions, Inc. shareholders approved Approval of the Plan Amendment. at the 2023-12-12 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-12-12
Exact text from the filing
2. Approval of the Plan Amendment. For Against Abstain Broker non-votes 1,437,544 1,423,741 3,923 1,004,992
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Staffing 360 Solutions, Inc. shareholders approved Election of two Class I directors to serve until the 2025 Annual Meeting of Stockholders, one Class II director to serve until the 2024 Annual Meeting of Stockholders and one Non-Classified director to serve until the 2024 Annual Meeting of Stockholders, or in each case, until their respective succe at the 2023-12-12 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-12-12
Exact text from the filing
1. Election of two Class I directors to serve until the 2025 Annual Meeting of Stockholders, one Class II director to serve until the 2024 Annual Meeting of Stockholders and one Non-Classified director to serve until the 2024 Annual Meeting of Stockholders, or in each case, until their respective successors have been duly elected and qualified. For Against Abstain Broker non-votes Dimitri Villard (Class I director) 1,472,951 1,376,008 16,249 1,004,992 Vincent Cebula (Class I director) 1,466,846 1,379,607 18,755 1,004,992 Nicholas Florio (Class II director) 1,465,253 1,382,877 17,078 1,004,992 Brendan Flood (Non-Classified director) 1,505,586 1,352,775 6,847 1,004,992
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Staffing 360 Solutions, Inc. shareholders approved Approval of an amendment to the Charter to effect, at the discretion of the Company’s Board of Directors (the “Board”) but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of t at the 2023-12-12 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2023-12-12
Exact text from the filing
4. Approval of an amendment to the Charter to effect, at the discretion of the Company’s Board of Directors (the “Board”) but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of the Company’s Common Stock, at a ratio in the range of 1-for-2 to 1-for-20, with such ratio to be determined by the Board in its discretion and included in a public announcement. For Against Abstain 2,773,249 989,755 107,196
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Staffing 360 Solutions, Inc. shareholders approved Approval of the Authorized Share Increase Amendment. at the 2023-12-12 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-12-12
Exact text from the filing
3. Approval of the Authorized Share Increase Amendment. For Against Abstain 2,079,854 1,779,047 11,299
View on SEC.gov
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