UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2024

EXELA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Company’s telephone number, including area code: (214) 740-6500

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

On June 13, 2024, the stockholders of Exela Technologies, Inc. (the “Company”) approved and adopted the Company’s 2024 Stock Incentive Plan (the “2024 Plan”) at the Company’s combined 2023 and 2024 Annual Meeting of Stockholders (the “Annual Meeting”).  Additional information regarding the results of the Annual Meeting is set forth below under Item 5.07.  Under the 2024 Plan, subject to adjustment for certain changes in capitalization or other corporate events, the Company is authorized to issue up to 500,000 shares of common stock pursuant to equity-based awards, which may be granted to eligible participants in furtherance of the Company’s broader compensation strategy and philosophy. Awards granted under the 2024 Plan will be granted upon terms approved by the Company’s Compensation Committee and set forth in an award agreement or other evidence of an award.  The 2024 Plan is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2024 (the “Proxy Statement”), under the caption “Approval of the Exela Technologies, Inc. 2024 Incentive Plan,” which disclosure is incorporated herein by reference.  The description of the 2024 Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the 2024 Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

The Annual Meeting of the Company was held virtually on Thursday, June 13, 2024 at www.virtualshareholdermeeting.com/XELA2024. As of the close of business on April 17, 2024, the record date for the Annual Meeting, there were (a) 6,365,351 shares of our common stock, par value $0.0001 per share (the “Common Stock”) (b) 3,029,900 shares of our Series B Cumulative Preferred Stock (the “Series B Preferred Stock”), with such Series B Preferred Stock representing voting power of 15,149 shares of the Company’s Tandem Preferred Stock (the “Tandem Preferred Stock”) and (c) 1,000,000 shares of our Special Voting Preferred Stock, par value $0.0001 per share outstanding (the “Special Voting Stock”) entitled to vote at the Annual Meeting (but, with respect to Special Voting Stock, representing voting power of 20,000,000,000 shares with respect to only Proposal 5 at the Annual Meeting). At the Annual Meeting, stockholders voted on seven proposals (except those Stockholders holding Special Voting Stock, who only voted on Proposal 5), each of which is described in more detail in the Proxy Statement.

The final results of the votes regarding the proposals described in the Proxy Statement are as follows:

Proposal 1. The election of (i) three Class A directors to hold office until the 2027 Annual Meeting of Stockholders, and (ii) two Class C directors to hold office until the 2026 Annual Meeting of Stockholders and, in each case, until their successors are duly elected and qualified or until such director resigns or is removed from the Board of Directors.

Proposal 2. The approval, on a non-binding, advisory basis, of the fiscal 2023 compensation paid to the Company’s named executive officers.

Proposal 3. The approval, on a non-binding, advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers.

Proposal 4. The approval of the Exela Technologies, Inc. 2024 Stock Incentive Plan.

Proposal 5. The approval of an amendment to the Certificate of Designations of the Company’s Series B Cumulative Convertible Perpetual Preferred Stock to allow the Company, in its sole discretion, to have the ability to (a) pay dividends in shares of Common Stock, (b) pay less than all of the accrued dividends, and (c) pay dividends on any date designated by the Company’s board of directors for the payment of dividends.

Approval of Proposal 5 required the affirmative vote of both the (i) holders of a majority in voting power of the outstanding shares of Common Stock, Tandem Preferred Stock, and Special Voting Stock entitled to vote thereon, voting together as a single class and (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, excluding shares held by “Affiliates” (as defined in the Series B Preferred Stock Certificate of Designations) of the Company.

The vote by holders of Common Stock, Tandem Preferred and Special Voting Stock for Proposal 5 was as follows:

The vote by holders of Series B Preferred Stock for Proposal 5 excluding “Affiliates” (as defined in the Series B Preferred Stock Certificate of Designations) of the Company was as follows:

Proposal 6. The ratification of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Proposal 7. The approval of 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 Proposal 5.

Although (i) Proposal 5 was not approved and (ii) Proposal 7 was approved by stockholders at the Annual Meeting, the Company has elected to not adjourn the Annual Meeting to permit further solicitation of proxies to approve Proposal 5.

(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.

Dated: June 18, 2024