Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2018 Equity
Incentive Plan
On December 30, 2022, Elys
Game Technology, Corp. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At
the Annual Meeting, the Company’s stockholders approved an amendment (Amendment No. 3) to the Company’s 2018 Equity Incentive
Plan (as amended, the “2018 Equity Incentive Plan”) to increase the number of shares of common stock, par value $0.0001 per
share (the “common stock”), that the Company will have authority to grant under the 2018 Equity Incentive Plan by an additional
9,000,000 shares of common stock (for a total of 16,000,000 shares). A description of the 2018 Equity Incentive Plan is set forth in the
Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on December 5, 2022 with the Securities
and Exchange Commission (the “Definitive Proxy Statement”), in the section entitled “PROPOSAL 3—APPROVAL OF AN
AMENDMENT TO OUR 2018 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT WE WILL HAVE AUTHORITY TO GRANT UNDER
THE PLAN BY AN ADDITIONAL 9,000,000 SHARES OF COMMON STOCK”, which description is incorporated by reference herein. The description
is qualified in its entirety by reference to the full text of the 2018 Equity Incentive Plan, including Amendment No. 3 thereto, a copy
of which is included as Exhibit 10.1 to this Current Report on Form 8-K and attached to the Definitive Proxy Statement as Appendix
A.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
At the Annual Meeting held
on December 30, 2022, the Company’s stockholders voted on the following five (5) proposals and cast their votes as described below.
A total of 19,489,320 shares of common stock were represented in person or by proxy
at the Annual Meeting, which represented a quorum. These matters are described in detail in the Definitive Proxy Statement. All
matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.
The certified results of
each of the matters voted upon at the Annual Meeting, which are more fully described in the Definitive Proxy Statement are as follows:
Proposal 1: Election
of five (5) directors for terms expiring at the 2022 annual meeting of stockholders and until their successors are duly elected and qualified.
The five (5) nominees named
as directors of our Board of Directors (the “Board”), each to serve a one-year term expiring at the 2022 Annual Meeting of
Stockholders and until such director’s successor is duly elected and qualified, were elected with the following votes:
| Name of Director |
|
Votes For |
|
Withheld |
|
Broker Non-Votes |
| |
|
|
|
|
|
|
| 1. Michele Ciavarella |
|
|
12,552,301 |
|
|
|
20,156 |
|
|
|
6,288,809 |
|
| 2. Andrea Mandel-Mantello |
|
|
12,440,733 |
|
|
|
20,808 |
|
|
|
6,288,809 |
|
| 3. Victor J. Salerno |
|
|
574,885 |
|
|
|
2,333,984 |
|
|
|
6,288,809 |
|
| 4. Paul Sallwasser |
|
|
12,412,607 |
|
|
|
23,156 |
|
|
|
6,288,809 |
|
| 5. Steven A. Shallcross |
|
|
12,442,304 |
|
|
|
23,030 |
|
|
|
6,288,809 |
|
Proposal 2: Ratification
of the appointment of BDO AG as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2022.
The stockholders ratified
the appointment of BDO AG as the Company’s independent registered public accounting firm for the year ending December 31, 2022 based
on the votes set forth below:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
|
| |
|
|
|
|
|
|
|
| 17,317,530 |
|
187,585 |
|
163,074 |
|
0 |
|
Proposal 3: Approval
of an amendment (Amendment No. 3) to the 2018 Equity Incentive Plan to increase the number of shares of common stock that the Company
will have the authority to grant as awards by an additional 9,000,000 shares of common stock.
As further described above in Item 5.02 of this Current
Report on Form 8-K, the stockholders approved and adopted Amendment No. 3 to the 2018 Stock Incentive Plan, which amendment increased
the number of shares of common stock that the Company will have authority to grant as awards under the 2018 Stock Incentive Plan by an
additional 9,000,000 shares of common stock. As a result, a maximum of 16,000,000 shares of common stock may be issued under the
2018 Stock Incentive Plan, as amended. The results of the voting for this approved Proposal 3 were as follows:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
|
| |
|
|
|
|
|
|
|
| 12,089,345 |
|
1,096,827 |
|
14,339 |
|
6,288,809 |
|
Proposal 4: Approval
of an amendment (in the event it is deemed advisable by the Board) to the Company’s Restated Certificate of Incorporation to increase
the number of authorized shares of common stock from 80,000,000 to 200,000,000 (the “Authorized Common Stock Increase”).
The stockholders approved
this proposal to amend the Restated Certificate of Incorporation to increase the number of
authorized shares of common stock from 80,000,000 to 200,000,000 based on the votes listed below:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 15,268,718 |
|
2,313,598 |
|
85,874 |
|
0 |
The text of the form of the
proposed amendment to the Restated Certificate of Incorporation to implement Proposal 4 is set forth in the certificate of amendment annexed
to the Definitive Proxy Statement as Appendix B. Assuming the Board deems it advisable, the Authorized Common Stock Increase
will be effected upon the filing of the certificate of amendment to the Restated Certificate of Incorporation with the Secretary of State
of the State of Delaware. The Board will implement the Authorized Common Stock Increase at such time, if ever, if and when it is deemed
by the Board to be advisable. The Board will also have the discretion to abandon the Authorized Common Stock Increase in authorized shares
if the Board does not believe it to be in the best interests of the Company and its stockholders.
Proposal 5: Authorization
of an adjournment of the Annual Meeting of Stockholders, if necessary, if a quorum is present, to solicit additional proxies if there
are not sufficient votes in favor of Proposal 3 or Proposal 4.
The stockholders approved
the authorization of an adjournment of the Annual Meeting based on the votes listed below; however, the Board determined not to adjourn
the Annual Meeting of Stockholders to solicit additional proxies in favor of Proposal 3 or
Proposal 4 since both of these proposals received sufficient votes approving each of Proposal 3 and Proposal 4.
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 15,510,530 |
|
1,784,866 |
|
372,793 |
|
0 |