UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective June 26, 2022, Exela Technologies, Inc. (the “Company”) approved an amendment to its bylaws clarifying that the voting power of the 6.00% Series B Cumulative Perpetual Convertible Preferred Stock is derived from the Tandem Preferred Stock. A copy of this amendment is included as Exhibit 3.2 to this Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
We held our Annual Meeting of Stockholders on June 27, 2022. At the meeting, the following proposals were acted upon:
(1) Three nominees for Class B of the Board of Directors were elected to three-year terms, expiring in 2025. The votes were as follows:
| Name | For | Withhold | Broker Non-Votes | |||
| James G. Reynolds | 53,121,085 | 37,938,596 | 91,254,446 | |||
| John H. Rexford | 67,407,889 | 23,651,792 | 91,254,446 | |||
| Marc A. Beilinson | 54,269,621 | 36,790,060 | 91,254,446 |
Directors whose terms of office continued after the Company's 2022 Annual Meeting of Stockholders and who were not subject to election at the 2022 Annual Meeting of Stockholders are Ronald Cogburn, J. Coley Clark and Sharon Chadha whose terms expire in 2024 and Par S. Chadha, Martin P. Atkins and William L. Transier whose terms expire in 2023.
(2) Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The votes were as follows:
| For | 158,965,538 | |
| Against | 15,676,657 | |
| Abstain | 7,671,932 |
(3) Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers as described in the Company’s Proxy Statement. The votes were as follows:
| For | 56,929,069 | |
| Against | 31,573,245 | |
| Abstain | 2,557,367 |
(4) Acting upon a proposal to approve the Amended and Restated Exela Technologies, Inc. 2018 Stock Incentive Plan. The votes were as follows:
| For | 58,364,112 | |
| Against | 30,212,609 | |
| Abstain | 2,482,960 |
(5) Acting upon a proposal to approve the adoption of an amendment to the Company’s certificate of incorporation to effect a reverse split of the Company’s outstanding common stock at a ratio in the range of 1-for-2 to 1-for-20, to be determined at the discretion of the Company’s Board of Directors The votes were as follows:
| For | 13,395,914,585 | |
| Against | 6,779,693,419 | |
| Abstain | 6,706,123 |
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(6) Acting upon a proposal to approve an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of preferred stock from 20,000,000 shares to 40,000,000 shares. The votes were as follows:
| For | 9,343,848,206 | |
| Against | 10,744,117,245 | |
| Abstain | 3,097,223 |
(7) Acting upon a proposal to approve one or more adjournments of the Annual Meeting, if necessary or appropriate, if a quorum is present, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve Proposals No. 5 and 6. The votes were as follows:
| For | 113,327,650 | |
| Against | 62,521,859 | |
| Abstain | 6,464,618 |
The Company has posted a recording of the meeting on its investor relations website. The board of directors has until December 31, 2022 to effect a reverse stock split based on the authority granted at the 2022 Annual Meeting. The Company plans to explore compliance options with NASDAQ listing rules before effectuating a reverse split.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.2 | Amendment to Bylaws of Exela Technologies, Inc. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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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.
Dated: June 29, 2022
| EXELA TECHNOLOGIES, INC. | ||
| By: | /s/ Erik Mengwall | |
| Name: Erik Mengwall | ||
| Title: Secretary | ||
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Exhibit 3.2
CERTIFICATE OF AMENDMENT TO
BYLAWS
OF
EXELA TECHNOLOGIES, INC.
ONE: Section 2.4 of Article II of the Bylaws of Exela Technologies, Inc., a Delaware corporation have been amended to add a parenthetical clarification that the voting power of the 6.00% Series B Cumulative Convertible Perpetual Preferred Stock is represented by the Tandem Preferred Stock and accordingly such section is restated in its entirety as follows:
Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, a quorum for the transaction of business at any meeting of stockholders shall require the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of both (a) one-third of the voting power of the outstanding common stock and the 6.00% Series B Cumulative Convertible Perpetual Preferred Stock (the “Series B Preferred Stock) (voted through the Tandem Preferred Stock, which is attached to each share of Series B Preferred Stock) entitled to vote at such meeting and (b) one-third of the voting power of the outstanding capital stock entitled to vote at such meeting. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairperson for such meeting or the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.
TWO: The foregoing amendment has been duly adopted on or approximately on the date hereof in accordance with the applicable provisions of the Bylaws.
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Bylaws as of the date written below.
| EXELA TECHNOLOGIES, INC. | ||
| By: | /s/ Erik Mengwall | |
| Name: | Erik Mengwall | |
| Title: | Secretary | |
| Date: | June 26, 2022 | |
[Signature Page to Amendment to Exela Technologies, Inc. Bylaws]