--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-046407" form_type: "8-K" ticker: null cik: "0001499717" company_name: "Staffing 360 Solutions, Inc." filed_at: "2023-12-28T23:59:59+00:00" generated_at: "2026-06-07T06:20:00.361689+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Staffing 360 shareholders approve reverse split (1:2-1:20) and authorized share increase to 250M ## Summary - 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. ## SEC filing metadata - accession: 0001493152-23-046407 - form_type: 8-K - cik: 0001499717 - company_name: Staffing 360 Solutions, Inc. - filed_at: 2023-12-28T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 3.03, 5.03, 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1499717/000149315223046407/0001493152-23-046407-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1499717/000149315223046407/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-046407 - JSON: https://secwatch.observer/filing/0001493152-23-046407.json - Plain text: https://secwatch.observer/filing/0001493152-23-046407.txt ## Key facts - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1499717/000149315223046407/0001493152-23-046407-index.htm - Shareholder Votes 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 source text: 2. Approval of the Plan Amendment. For Against Abstain Broker non-votes 1,437,544 1,423,741 3,923 1,004,992 evidence_url: https://www.sec.gov/Archives/edgar/data/1499717/000149315223046407/0001493152-23-046407-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1499717/000149315223046407/0001493152-23-046407-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1499717/000149315223046407/0001493152-23-046407-index.htm - Shareholder Votes 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 source text: 3. Approval of the Authorized Share Increase Amendment. For Against Abstain 2,079,854 1,779,047 11,299 evidence_url: https://www.sec.gov/Archives/edgar/data/1499717/000149315223046407/0001493152-23-046407-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.