UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2021, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Orbsat Corp (the “Company”) the stockholders approved (i) the Company’s Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan” and awards previously granted under the 2020 Plan) (“Proposal 3”) and (ii) the Company’s 2021 Incentive Award Plan (the “2021 Plan”) (“Proposal 4”).
Upon approval of Proposal 3 and Proposal 4, the following equity grants become effective on December 16, 2021 (the “Effective Grant Date”):
Charles M. Fernandez, Executive Chairman and Chief Executive Officer
| ● | Award of 101,000 shares of restricted common stock of the Company under the 2020 Plan. All shares fully vested and issued on the Effective Grant Date. | |
| ● | Award of 275,000 shares of restricted common stock of the Company under the 2021 Plan. Half of the shares fully vested and issued on the Effective Grant Date. The second half of the shares to be issued and to vest on the first anniversary of the Effective Grant Date. | |
| ● | Award of an option under the 2021 Plan to buy 75,000 shares of Company common stock at an exercise price of $3.81 per share. The option vests one half on grant date and one half on the one-year anniversary of grant date. The option has a term of 10 years. |
David Phipps, Director and President of Orbsat. Chief Executive Officer of Global Operations
| ● | Award of 275,000 shares of restricted common stock of the Company under the 2021 Plan. All shares fully vested and issued on the Effective Grant Date. |
Kendall Carpenter, Director
| ● | Award of 20,000 shares of restricted common stock of the Company under the 2021 Plan. Half of the shares fully vested and issued on the Effective Grant Date. The second half of the shares to be issued and to vest on the first anniversary of the Effective Grant Date. |
Louis Cusimano, Director
| ● | Award of 20,000 shares of restricted common stock of the Company under the 2021 Plan. Half of the shares fully vested and issued on the Effective Grant Date. The second half of the shares to be issued and to vest on the first anniversary of the Effective Grant Date. |
Hector Delgado, Director
| ● | Award of 20,000 shares of restricted common stock of the Company under the 2021 Plan. Half of the shares fully vested and issued on the Effective Grant Date. The second half of the shares to be issued and to vest on the first anniversary of the Effective Grant Date. |
John Miller, Director
| ● | Award of 20,000 shares of restricted common stock of the Company under the 2021 Plan. Half of the shares fully vested and issued on the Effective Grant Date. The second half of the shares to be issued and to vest on the first anniversary of the Effective Grant Date. |
Paul R. Thomson, Executive Vice President and Chief Financial Officer
| ● | Award of 10,000 shares of restricted common stock of the Company under the 2021 Plan. All shares fully vested and issued on the Effective Grant Date. | |
| ● | Award of an option under the 2021 Plan to buy 10,000 shares of Company common stock at an exercise price of $3.81 per share. The option vests one half on grant date and one half on the one-year anniversary of grant date. The option has a term of 10 years. |
Theresa Carlise, Chief Accounting Officer, Treasurer and Secretary
| ● | Award of 15,000 shares of restricted common stock of the Company under the 2021 Plan. All shares fully vested and issued on the Effective Grant Date. | |
| ● | Award of an option under the 2021 Plan to buy 15,000 shares of Company common stock at an exercise price of $3.81 per share. The option vests one half on grant date and one half on the one-year anniversary of grant date. The option has a term of 10 years. |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The number of shares of common stock that voted on matters presented at the Annual Meeting was 4,542,559, representing approximately 70.11% of the 6,479,263 shares outstanding as of the October 22, 2021, the record date for the Annual Meeting.
Each director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below. The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 19, 2021 (the “Proxy Statement”), and are incorporated herein by reference.
1. The election of seven directors, each to serve until the next annual meeting of stockholders of the Company, or until such person’s successor is elected and qualified.
| NOMINEE | VOTES FOR | VOTES WITHHELD | ||||||
| Kendall Carpenter | 2,355,741 | 48,123 | ||||||
| Louis Cusimano | 2,355,489 | 48,375 | ||||||
| Hector Delgado | 2,254,389 | 149,475 | ||||||
| Douglas S. Ellenoff | 2,342,589 | 61,275 | ||||||
| Charles M. Fernandez | 2,365,143 | 38,721 | ||||||
| John Miller | 2,356,140 | 47,724 | ||||||
| David Phipps | 2,351,343 | 52,521 | ||||||
2. The ratification the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.
| For: 4,501,965 | Against: 40,481 | Abstain: 113 |
3. The approval of the Company’s Amended and Restated 2020 Equity Incentive Plan and awards previously granted under the 2020 Equity Incentive Plan.
| For: 2,298,113 | Against: 85,689 | Abstain: 20,062 |
4. The approval of the Company’s 2021 Incentive Award Plan.
| For: 2,209,177 | Against: 193,343 | Abstain: 1,344 |
5. The approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
| For: 2,250,902 | Against: 150,539 | Abstain: 2,423 |
6. The non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers.
| One Year: 2,356,805 | Two Years: 14,551 | Three Years: 10,567 | Abstain: 21,941 |
7. The approval of a certificate of amendment to the Company’s Amended and Restated Articles of Incorporation changing the Company’s name to NextPlat Corp.
| For: 4,498,059 | Against: 42,384 | Abstain: 2,115 |
8. The authorization of the adjournment of the 2021 Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3, Proposal 4 or Proposal 7.
| For: 4,123,051 | Against: 419,106 | Abstain: 401 |
Based on the approval of the stockholders, our board of directors has determined that it will hold an advisory vote on the compensation of the Company’s named executive officers every year until the next required vote on the frequency of such an advisory vote.
For Proposals 1, 3, 4, 5, and 6 broker non-votes amounted to 2,138,695. For Proposals 7 and 8 broker non-votes amounted to 1.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
| Exhibit No. | Description | |
| 10.1 | Orbsat Corp Amended and Restated 2020 Equity Incentive Plan | |
10.2 104 |
Orbsat Corp 2021 Incentive Award Plan Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| ORBSAT CORP | ||
| By: | /s/ Charles M. Fernandez | |
| Name: | Charles M. Fernandez | |
| December 22, 2021 | Title: | Executive Chairman & Chief Executive Officer |