Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07

Submission of Matters to a Vote of Security Holders.

On April 22, 2024, Reborn Coffee, Inc. (the "Company") held its annual meeting of stockholders for its fiscal year ended December 31, 2023 (the "Annual Meeting"). As of April 12, 2024, the record date for the Annual Meeting, 2,092,555 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), were outstanding, entitled to 2,092,555 votes at the Annual Meeting. Holders of 1,380,904 shares of the Company's Common Stock were present in person or by proxy at the Annual Meeting, representing 65.99% of the total outstanding shares of Common Stock, constituting a quorum pursuant to the Company's bylaws. At the Annual Meeting, four proposals were submitted to the Company's stockholders. A brief summary of the matters voted upon by stockholders at the Annual Meeting is set forth below, and the proposals are described in more detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 28, 2024. The voting results reported below are final.

Proposal No. 1

The Company's stockholders elected Farooq M. Arjomand, Jay Kim, Dennis R. Egidi, Sehan Kim, Andy Nasim and Jennifer Tan to the Company's Board of Directors, to hold office until the 2024 annual meeting of stockholders or until such director's respective successors are elected or appointed and qualified or until any such director's earlier resignation or removal, based upon the following votes:

NOMINEE		VOTES FOR		VOTES WITHHELD		BROKER NON-VOTES
Farooq M. Arjomand		1,215,592		3,989		161,323
Jay Kim		1,215,651		3,930		161,323
Dennis R. Egidi		1,215,468		4,113		161,323
Sehan Kim		1,215,476		4,105		161,323
Andy Nasim		1,215,985		3,596		161,323
Jennifer Tan		1,215,995		3,586		161,323

Proposal No. 2

The Company's stockholders ratified the appointment of BF Borgers CPA PC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023, based upon the following votes:

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
1,369,171		11,136		597		-

Proposal No. 3

The Company's stockholders approved on a non-binding advisory basis, executive compensation, commonly referred to as "say-on-pay" ("Say-on-Pay"):

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
1,215,470		3,549		562		161,323

Proposal No. 4

The Company's stockholders approved on a non-binding advisory basis, the frequency of voting on the compensation of our named executive officers ("Say-on-Pay Frequency"):

ONE YEAR		TWO YEARS		THREE YEARS		VOTES ABSTAINED		BROKER NON-VOTES
5,472		426		1,213,036		647		161,323

In response to the above voting results and other considerations, the Board of Directors of the Company determined that the Company will hold a Say-on-Pay vote on an every three-years basis. The Company will continue to include a Say-on-Pay vote in its proxy materials pursuant to Section 14A of the Exchange Act every three years, with the next vote at the Company's 2026 annual meeting of stockholders, until the next Say-on Pay Frequency vote, which will occur no later than the Company's 2029 annual meeting of stockholders.

Public link

Please use the above public link if you want to share this noodl on another website.