UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act:
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| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On June 27, 2023, Chicken Soup for the Soul Entertainment Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered three proposals: (i) the election of nine directors; (ii) the approval of an amendment to the Company’s certificate of incorporation; and (iii) the ratification of the appointment of Rosenfield and Company, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. An aggregate of 21,654,998 shares of the Company’s Class A common stock and 7,654,506 shares of the Company’s Class B common stock, which represents a quorum of the voting power of the Class A common stock and Class B common stock, voting together as a single class, entitled to vote on the record date of May 12, 2023, were represented at the Annual Meeting in person (which includes presence at the virtual meeting) or by proxy. Each share of Class A common stock was entitled to one vote and each share of Class B common stock was entitled to ten votes as prescribed by the Company’s amended and restated certificate of incorporation.
The results of the matters voted upon at the Annual Meeting are set forth below:
Proposal No. 1 – Election of directors.
The election of each director nominee was approved, as follows (based on votes cast):
| Name | For | Authority Withheld | Broker Non-Votes | |||||||||
| William J. Rouhana, Jr. | 82,494,196 | 2,443,078 | 4,359,672 | |||||||||
| Christopher Mitchell | 83,494,365 | 1,442,909 | 4,359,672 | |||||||||
| Amy L. Newmark | 83,498,696 | 1,438,578 | 4,359,672 | |||||||||
| Fred M. Cohen | 82,117,843 | 2,819,431 | 4,359,672 | |||||||||
| Cosmo DeNicola | 83,498,649 | 1,438,625 | 4,359,672 | |||||||||
| Martin Pompadur | 82,114,988 | 2,822,286 | 4,359,672 | |||||||||
| Christina Weiss Lurie | 83,498,602 | 1,438,672 | 4,359,672 | |||||||||
| Diana Wilkin | 83,413,987 | 1,523,287 | 4,359,672 | |||||||||
| Vikram Somaya | 82,114,508 | 2,822,766 | 4,359,672 | |||||||||
Proposal No. 2 – Amendment of the Company’s Certificate of Incorporation.
The amendment to our existing amended and restated certificate of incorporation to reflect new Delaware law provisions regarding officer exculpation as described in our proxy statement, was approved, as follows (based on votes cast):
| For | Against | Abstain | Broker Non-Vote | |||
| 81,131,149 | 3,794,180 | 11,945 | 4,359,672 |
Proposal No. 3 – Ratification of the appointment of Rosenfield and Company, PLLC.
The ratification of the appointment of Rosenfield and Company, PLLC was approved, as follows (based on votes cast):
| For | Against | Abstain | ||
| 88,802,044 | 452,828 | 42,074 |
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 28, 2023 | CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC. | |
| By: | /s/ William J. Rouhana, Jr. | |
| William J. Rouhana, Jr. | ||
| Chairman and Chief Executive Officer | ||