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Pursuant to Section 13 OR 15(d) 

of The Securities Exchange Act of 1934


Date of report (Date of earliest event reported): June 8, 2022



(Exact name of registrant as specified in its charter)


Nevada   001-39946   30-0943453
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


76 Treble Cove Rd.
Building 3
Billerica, MA 01862
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (617) 896-5243


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(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   AGFY   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 5.07Submission of Matters to a Vote of Security Holders


On June 8, 2022, Agrify Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) virtually, commencing at 10:00 a.m. Eastern Daylight Time.  Of the Company’s 26,549,434 shares of common stock issued and outstanding and eligible to vote as of the record date of April 11, 2022, a quorum of 16,853,434 shares, or approximately 63.47% of the eligible shares, were represented at the virtual Annual Meeting either in person or by proxy.   


A description of each matter voted upon at the Annual Meeting is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2022 (the “Proxy Statement”). The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:


Proposal 1 - Election of Directors


Each of the director nominees listed below were elected as directors for a one-year term, such term to continue until the annual meeting of stockholders in 2023 and until such directors’ successors are duly elected and qualified. Due to the plurality election, votes could only be cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:


Name   Votes For   Votes Withheld   Broker Non-Votes
Raymond Chang   7,984,559   1,932,338   6,936,537
Guichao Hua   7,979,497   1,937,400   6,936,537
Timothy Mahoney   8,040,292   1,876,605   6,936,537
Thomas Massie   7,504,595   2,412,302   6,936,537
Leonard J. Sokolow   9,277,972   638,925   6,936,537
Krishnan Varier   9,298,304   618,593   6,936,537
Stuart Wilcox   7,472,592   2,444,305   6,936,537


Proposal 2 – Approval of 2022 Omnibus Incentive Plan


The adoption of the Company’s 2022 Omnibus Incentive Plan was approved. The results of the vote were as follows:


Votes For   Votes Against   Votes Abstained   Broker Non-Votes
7,984,808   1,902,406   29,683   6,936,537





Proposal 3 – Approval of 2022 Employee Stock Purchase Plan


The adoption of the Company’s 2022 Employee Stock Purchase Plan was approved. The results of the vote were as follows:


Votes For   Votes Against   Votes Abstained   Broker Non-Votes
9,444,101   463,008   9,788   6,936,537


Proposal 4 – Amendment to Articles of Incorporation


The amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 100,000,000, and to correspondingly increase the total authorized shares of stock from 53,000,000 to 103,000,000, was approved. The results of the vote were as follows:


Votes For   Votes Against   Votes Abstained
16,047,078   719,400   86,956


Proposal 5 – Ratification of Appointment of Marcum LLP


The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified. The results of the vote were as follows:


Votes For   Votes Against   Votes Abstained
16,781,887   47,043   24,504







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.


Date: June 9, 2022 By: /s/ Timothy R. Oakes
    Timothy R. Oakes
    Chief Financial Officer