Attached files
| file | filename |
|---|---|
| EX-99.1 - CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION - REMARK HOLDINGS, INC. | ex31certificateofamend.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 24, 2020
Remark Holdings, Inc.
| Delaware | 001-33720 | 33-1135689 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| 800 S. Commerce St. Las Vegas, NV | 89106 | 702-701-9514 | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | (Registrant’s telephone number, including area code) | ||||||||||||
| (Former name or former address, if changed since last report.) | ||||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.001 par value per share | MARK | The NASDAQ Stock Market LLC | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 23, 2020, Remark Holdings, Inc. (“we”, “us” or “our”) held our 2020 annual meeting of stockholders (the “2020 Annual Meeting”). At the 2020 Annual Meeting, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock to 300,000,000, and we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware on July 23, 2020 to reflect this amendment, which became effective immediately upon filing. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 23, 2020, we submitted the following matters to a vote of our stockholders at our 2020 Annual Meeting:
•the election of five directors to serve until our 2021 annual meeting of stockholders and until their successors are duly elected and qualified;
•a proposal to ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; and
•a proposal to approve the Charter Amendment.
As of May 28, 2020, the record date of the 2020 Annual Meeting, 99,377,416 shares of our common stock were outstanding and eligible to vote.
Our stockholders, by the requisite vote, approved the election of each director nominee, the ratification of the appointment of Cherry Bekaert LLP, and the Charter Amendment. The tables below present the number of votes for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each such nominee for director, as applicable.
| For | Withheld | Broker Non-Votes | ||||||||||||||||||
| Director nominees | ||||||||||||||||||||
| Theodore P. Botts | 27,792,305 | 4,344,658 | 36,446,155 | |||||||||||||||||
| Brett Ratner | 27,706,391 | 4,430,572 | 36,446,155 | |||||||||||||||||
| Daniel Stein | 27,751,383 | 4,385,580 | 36,446,155 | |||||||||||||||||
| Kai-Shing Tao | 27,872,603 | 4,264,360 | 36,446,155 | |||||||||||||||||
| Elizabeth Xu | 27,842,591 | 4,294,372 | 36,446,155 | |||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Ratification of the appointment of Cherry Bekaert LLP | 62,102,837 | 3,830,477 | 2,649,804 | N/A | |||||||||||||||||||
| Approval of the Charter Amendment | 54,953,506 | 12,709,128 | 920,484 | — | |||||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Remark Holdings, Inc. | ||||||||||||||
| Date: | July 24, 2020 | By: | /s/ Kai-Shing Tao | |||||||||||
| Name: | Kai-Shing Tao | |||||||||||||
| Title: | Chief Executive Officer | |||||||||||||