Current Report Filing (8-k)
April 01 2021 - 05:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
March 31, 2021
SHIFTPIXY, INC.
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(Exact name of registrant as specified in its charter)
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Wyoming
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47-4211438
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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501 Brickell Key Drive, Suite 300, Miami, FL
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33131
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(Address of principal executive offices)
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(Zip Code)
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(888) 798-9100
(Registrant's telephone number, including area
code)
Commission File No. 001-37954
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 (see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
under Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value $0.0001 per share
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PIXY
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company x
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 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment
of Christopher Sebes to Audit Committee
On March
30, 2021, the board of directors (the “Board”) of ShiftPixy, Inc. (“we,” “us” and “our”)
appointed Christopher Sebes to the Audit Committee. The Board's appointment was based on its determination that Mr. Sebes is independent
and qualified to serve on the Audit Committee under the applicable rules, regulations and listing requirements of The Nasdaq
Stock Market LLC and the U.S. Securities and Exchange Commission (the “SEC”). Mr. Sebes’
appointment to the Audit Committee is effective as of March 30, 2021. Mr. Sebes was previously appointed to the Board on February 7, 2020.
Amendment to the ShiftPixy, Inc. 2017 Stock
Option/Stock Issuance Plan
On March 31, 2021, we held our 2021 Annual Meeting
of Shareholders (the “Annual Meeting”). At the Annual Meeting, our shareholders approved an amendment to the ShiftPixy, Inc.
2017 Stock Option/Stock Issuance Plan (the “Plan”). The Plan was amended to, among other things, increase the total number
of shares of common stock authorized for issuance thereunder by an additional 2,750,000 shares of common stock.
A detailed summary of the amendments to the Plan
is set forth in our Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the SEC on February 9, 2021 (the "Proxy
Statement") under the caption “Proposal No. 2--Approval of Amendments to the Company’s 2017 Stock Option/Stock Issuance
Plan.” That detailed summary of the amendments to the Plan and the foregoing description of the amendment to the Plan are qualified
in their entirety by reference to the full text of the Plan, as amended to date, which is filed hereto as Exhibit 10.1 and incorporated
by reference into Item 5.02 of this Current Report on Form 8-K.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting, the holders of 16,190,975
shares of our common stock, or approximately 77.46% of our outstanding shares of common stock, were represented in person or by proxy
and, therefore, a quorum was present. At the Annual Meeting, our shareholders considered six proposals, which are described briefly below
and in more detail in the Proxy Statement. The final voting results for each proposal are set forth below.
Proposal 1 – Election of Directors
Our shareholders elected the following directors
for one-year terms expiring at our 2022 Annual Meeting of Shareholders by the following votes:
Nominees
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Shares Voted For
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Shares Withheld
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Scott W. Absher
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13,763,866
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69,557
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Kenneth W. Weaver
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13,478,766
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354,657
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Whitney J. White
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13,477,651
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355,772
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Christopher Sebes
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13,802,099
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31,324
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Amanda Murphy
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13,761,502
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71,921
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Proposal 2 – Approval of Amendments to
the Company’s 2017 Stock Option/Stock Issuance Plan
Our shareholders voted to approve the amendments
to the Plan and the award of certain stock option grants pursuant to the Plan as described in the Proxy Statement by the following votes:
Shares Voted For
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Shares Voted Against
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Abstentions
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13,358,227
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463,285
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11,911
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Proposal 3 – Approval of an Amendment
to Our Amended and Restated Articles of Incorporation
Our shareholders voted to approve the amendment
to our Amended and Restated Articles of Incorporation as described in the Proxy Statement by the following votes:
Shares Voted For
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Shares Voted Against
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Abstentions
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13,778,975
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44,787
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9,661
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Proposal 4 – Ratification of Independent
Registered Public Accounting Firm
Our shareholders ratified the appointment of Marcum
LLP as our independent auditors for the fiscal year ending August 31, 2021 by the following votes:
Shares Voted For
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Shares Voted Against
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Abstentions
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16,079,763
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82,079
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29,133
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Proposal 5 – Approval of an Advisory
Vote on the Compensation of our Named Executive Officers
Our shareholders voted to approve, on a non-binding,
advisory basis, the compensation of our named executive officers (the “Say-On-Pay Vote”), as described in the Proxy Statement,
by the following votes:
Shares Voted For
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Shares Voted Against
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Abstentions
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13,724,404
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94,991
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14,028
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Proposal 6 – Approval of an Advisory
Vote on the Frequency of Holding an Advisory Vote on the Compensation of our Named Executive Officers
Our shareholders voted to approve, on a non-binding,
advisory basis, the frequency of holding an advisory vote on the compensation of our named executive officers (the “Say-On-Frequency
Vote”) by the following votes:
3 Years
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2 Years
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1 Year
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Abstentions
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13,267,208
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49,208
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473,246
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43,761
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After taking into consideration the results of
the Say-On-Frequency Vote at the Annual Meeting, the Board has determined to include Say-On-Pay Votes in our proxy materials every three
years until the next required Say-On-Frequency Vote by the shareholders.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibits are filed as part of this
report:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
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SHIFTPIXY, INC.
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Date: April 1, 2021
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By:
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/s/ Scott W. Absher
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Scott W. Absher
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Chief Executive Officer and Director
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