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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): December 4, 2024

 

SRM ENTERTAINMENT, INC.

(Exact name of registrant as specified in charter)

 

Nevada   001-41768   32-0686534

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477

(Address of principal executive offices) (Zip Code)

 

(407) 230-8100

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   SRM   The Nasdaq Stock Market LLC
        (The Nasdaq Capital Market)

 

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 mart 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 5.07 Submission of Matters to a Vote of Security Holders

 

On December 4, 2024, SRM Entertainment, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”) at 1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477.

 

As of the close of business on November 6, 2024, the record date for the Annual Meeting (the “Record Date”), 13,876,477 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) were outstanding and entitled to vote. At the Annual Meeting, a total of 8,082,102 votes, comprised of shares of the Company’s Common Stock, equivalent to approximately 58.24% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

 

1. The five nominees for director were elected to serve a one-year term as follows:

 

Director  Votes For   Votes Against   Votes Abstained   Broker Non-Votes 
Richard Miller   8,047,148    0    34,504    450 
Douglas O. McKinnon   8,046,725    0    34,927    450 
Hans Haywood   8,051,174    0    30,928    0 
Gary Herman   8,011,718    0    69,934    450 
Christopher Melton   8,050,966    0    30,686    450 

 

2. The proposal to approve the Company’s 2024 Equity Incentive Plan was approved as follows:

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
8,005,404   75,172   953   573

 

A copy of the Company’s 2024 Equity Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

 

3. The proposal to ratify the appointment of M&K CPAS, PLLC. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved as follows:

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
8,050,651   2,805   28,196   450

 

4. The proposal, in a non-binding advisory vote, of the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC was approved as follows:

 

Votes For   Votes Against   Votes Abstained   Votes Abstained
8,028,640   51,828   1,177   457

 

5. The proposal to select the frequency of holding the stockholder advisory vote on the Company’s executive compensation once every three years was approved as follows:

 

Every Year   Once Every Two Years   Once Every Three Years   Votes Abstained   Broker Non-Votes
96,684   7,732   7,975,489   7   2,190

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Exhibit Title
10.1   SRM Entertainment, Inc.’s 2024 Equity Incentive Plan
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
 

 

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.

 

  SRM ENTERTAINMENT, INC.
     
Date: December 10, 2024 By: /s/ Richard Miller
  Name: Richard Miller
  Title: Chief Executive Officer