UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of Jupiter Wellness, Inc. (the “Company”) held on December 22, 2022, the Company’s stockholders voted on the matters described below.
| 1. | The Company’s stockholders elected six directors, each to serve until his/her successor is duly elected and qualified at the 2023 Annual Meeting of Stockholders or until his/her earlier resignation or removal. The number of shares that (a) voted for the election of each director, (b) voted against the election of each director, and (c) withheld authority to vote for each director is summarized in the table below: |
| Director Nominee | Votes For | Votes Against | Votes Withheld | |||||||||
| Brian S. John | 7,987,891 | 28,587 | 7,997 | |||||||||
| Dr. Glynn Wilson | 7,998,464 | 18,154 | 7,857 | |||||||||
| Dr. Skender Fani | 7,996,117 | 22,025 | 6,333 | |||||||||
| Nancy Torres Kaufman | 7,997,481 | 20,232 | 6,762 | |||||||||
| Christopher Marc Melton | 7,897,446 | 119,266 | 7,763 | |||||||||
| Gary Herman | 7,994,827 | 21,646 | 8,002 | |||||||||
| 2. | The Company’s stockholder held an advisory vote on the compensation of the named executive officers. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Withheld | ||||||||
| 7,967,845 | 35,550 | 21,080 | ||||||||
| 3. | The Company’s stockholders recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. The number of shares that voted for this proposal is summarized in the table below: |
| One Year | Two Year | Three Year | Abstain | |||||||||
| 2,451,600 | 32,220 | 5,507,138 | 33,517 | |||||||||
| 4. | The Company’s stockholders ratified the appointment of M&K CPAS, PLLC as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2023. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Withheld | ||||||||
| 12,989,861 | 51,700 | 10,945 | ||||||||
| 5. | The Company’s stockholders approved the amendment to the Company’s Certificate of Incorporation to effect reverse stock split. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Withheld | ||||||||
| 11,367,174 | 1,659,489 | 25,843 | ||||||||
| 6. | The Company’s stockholders approved and ratified the Company’s 2022 Equity Incentive Plan. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Withheld | ||||||||
| 7,396,668 | 605,036 | 22,771 | ||||||||
| 7. | The Company’s stockholders approved the potential issuance of securities at a discounted price under non-public offerings. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Withheld | ||||||||
| 7,395,435 | 604,268 | 24,772 | ||||||||
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.
Date: December 28, 2022
| JUPITER WELLNESS, INC. | ||
| By: | /s/ Brian John | |
| Brian John | ||
| Chief Executive Officer | ||