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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).
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Title of each class
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Trading Symbol (s)
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Name of each exchange on which registered
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The
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The
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1.
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Business Combination Proposal. The vote to consider and vote upon a proposal to approve and adopt the Merger Agreement and Plan of Reorganization, dated as of April 12, 2024 (the “Merger Agreement”), by and among the Company, Progressive Care LLC, a Nevada limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and Progressive Care and the transactions contemplated thereby, was as follows:
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Votes For | Votes Against | Abstentions | ||
11,942,853 | 41,054 | 1,671 |
2.
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Nasdaq Proposal. The vote to approve the issuance of more than 20% of the issued and outstanding shares of NextPlat Common Stock in connection with the terms of the Merger Agreement pursuant to Nasdaq Listing Rule 5635(a) was as follows: |
Votes For | Votes Against | Abstentions | ||
11,908,525 | 70,324 | 6,729 |
3.
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Election of Directors Proposal. The vote to elect eight Board nominees to the NextPlat Board, each to serve until the next annual meeting of stockholders of NextPlat, or until such person’s successor is elected and qualified was as follows: |
Nominee | Votes For | Votes Against | Abstentions | |||
Charles M. Fernandez | 11,931,646 | 49,113 | 4,819 | |||
Douglas S. Ellenoff | 11,880,577 | 51,518 | 53,483 | |||
Rodney Barreto
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11,900,007 | 50,553 | 35,018 | |||
Louis Cusimano | 11,861,563 | 60,185 | 63,830 | |||
Hector Delgado | 11,931,506 | 45,933 | 8,139 | |||
David Phipps | 11,908,700 | 45,395 | 31,483 | |||
Jervis Hough | 11,924,944 | 52,495 | 8,139 | |||
Anthony Armas | 11,929,921 | 47,518 | 8,139 |
4.
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Appointment of Independent Registered Public Accounting Firm Proposal. The vote to ratify the appointment of RBSM LLP as the NextPlat’s independent registered public accounting firm for the year ending December 31, 2024 was as follows: |
Votes For | Votes Against | Abstentions | ||
14,926,602 | 135,005 | 16,279 |
5.
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Compensation of Named Executives Proposal. The vote to approve, on an advisory basis, the compensation of NextPlat’s named executive officers as disclosed in this joint proxy statement/prospectus was as follows: |
Votes For | Votes Against | Abstentions | ||
11,877,579 | 57,326 | 50,673 |
6.
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Adjournment Proposal. The vote to authorize the adjournment of the Annual Meeting if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing proposals in the event NextPlat does not receive the requisite stockholder vote to approve the other proposals was as follows: |
Votes For | Votes Against | Abstentions | ||
14,575,603 | 477,900 | 24,383 |
Exhibit No.
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Description
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99.1 | Press Release dated September 16, 2024 | |
104
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Cover Page Interactive Data File (formatted as Inline XBRL)
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NEXTPLAT CORP.
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By:
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/s/ Charles M. Fernandez
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Name:
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Charles M. Fernandez
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Title:
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Executive Chairman and Chief Executive Officer
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Dated: September 16, 2024
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