Banzai International Inc.
03/28/2024 | Press release | Distributed by Public on 03/28/2024 04:07
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 March 25, 2024, Banzai International, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting") for the purpose of considering and voting on the following proposals:
| • |
Approving, for purposes of Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of shares of the Company's Class A common stock to Yorkville Advisors Global, LP ("Yorkville"), pursuant to that certain Standby Equity Purchase Agreement, dated December 14, 2023, by and between Banzai International, Inc. and YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville, as amended by the Supplemental Agreement, dated as of February 5, 2024 (collectively, the "SEPA"), which shares may represent more than 20% of our issued and outstanding Class A common stock and Class B common stock as of the date of the SEPA ("Proposal 1"); and |
| • |
Approving one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve Proposal 1 ("Proposal 2"). |
There were 18,037,124 shares of the Company's common stock issued and outstanding on the record date for the Special Meeting, consisting of 15,725,990 shares of the Company's Class A common stock and 2,311,134 shares of the Company's Class B common stock. Each share of Class A common stock was entitled to one vote on each proposal at the Special Meeting, and each share of Class B common stock was entitled to ten votes on each proposal at the Special Meeting. The results for each matter were as follows:
| • |
The Company's stockholders approved Proposal 1, based on the following votes: |
| Votes FOR | Votes AGAINST | Abstain |
Broker Non-Votes |
|||||
|
Class A common stock |
8,246,445 | 165,542 | 3,260 | - | ||||
|
Class B common stock |
23,111,340 | - | - | - |
| • |
The Company's stockholders approved Proposal 2, based on the following votes: |
| Votes FOR | Votes AGAINST | Abstain |
Broker Non-Votes |
|||||
|
Class A common stock |
8,246,469 | 165,859 | 2,919 | - | ||||
|
Class B common stock |
23,111,340 | - | - | - |
Although Proposal 2 was approved, the adjournment of the Special Meeting was not necessary because the Company's shareholders approved Proposal 1. No further business was brought before the Special Meeting.