UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

AGRIFY CORPORATION

(Exact name of registrant as specified in its charter)

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:

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

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. ☐

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:

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:

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:

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:

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:

SIGNATURES

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.