Charles & Colvard Ltd.

05/08/2024 | Press release | Distributed by Public on 05/08/2024 07:01

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

Item 5.07 Submission of Matters to a Vote of Security Holders.

Charles & Colvard, Ltd. (the "Company") held a Special Meeting of Shareholders on May 7, 2024 (the "Special Meeting"). Two proposals were submitted by the Company's Board of Directors (the "Board") to a vote of Company shareholders, and the final results of the voting on each proposal are noted below.

The Company's shareholders approved an amendment to the Company's Restated Articles of Incorporation to effect a reverse stock split of the issued shares of common stock at a ratio within a range from any whole number between one-for-ten to one-for-fifteen, as determined by the Board in its sole discretion (the "Reverse Stock Split Proposal"); and approved one or more adjournments of the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes in favor of the Reverse Stock Split Proposal or to constitute a quorum, as described in the definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2024 (the "Proxy Statement').

Proposal 1: Proposal to approve an amendment to the Restated Articles of Incorporation of Charles & Colvard, Ltd. to effect a reverse stock split of the issued shares of common stock at a ratio within a range from any whole number between one-for-ten to one-for-fifteen, as determined by the Board of Directors in its sole discretion (the "Reverse Stock Split Proposal"). The votes were cast as follows:

FOR AGAINST ABSTAIN BROKER NON-VOTE
19,103,217 1,509,897 131,932 0

Proposal 2: Proposal to approve one or more adjournments of the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes in favor of the Reverse Stock Split Proposal or to constitute a quorum, as described in the Proxy Statement. The votes were cast as follows.

FOR AGAINST ABSTAIN BROKER NON-VOTE
18,998,705 1,611,293 135,047 0