FOXO 8-K
Foxo Technologies Inc. (FOXO)
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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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 31, 2024, at the Annual General Meeting (the “AGM”) of FOXO Technologies Inc., a Delaware corporation (the “Company”), outstanding shares of the Company’s Class A Common Stock and Series A Cumulative Convertible Redeemable Preferred Stock held of record as of December 19, 2024, the record date for the AGM, representing 8,274,624 of 23,749,517 votes (or 34.84%) were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the AGM, each of which received sufficient votes (more than a majority of the votes cast) for approval. The final vote tabulation for each proposal is set forth below.
Proposal 1. Election of Directors.
| Nominee | For | Withhold | Broker Non-Votes | |||
| Mark White | 2,127,330 | 6,147,294 | 0 | |||
| Bret Barnes | 7,685,014 | 589,610 | 0 | |||
| Francis Colt deWolf III | 3,147,193 | 5,127,431 | 0 | |||
| Trevor Langley | 7,723,345 | 551,279 | 0 | |||
| Seamus Lagan | 7,722,613 | 552,011 | 0 |
Each of the nominees was elected to serve as a director until the next annual meeting or until the election and qualification of his successor.
Proposal 2. Ratification of Kreit & Chiu CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For | Against | Abstentions | ||
| 7,703,732 | 69,264 | 501,628 |
There were no broker non-votes on this proposal.
The stockholders ratified the appointment of Kreit & Chiu CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
The Company’s stockholders approved all proposals. Although the adjournment proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the AGM was determined not to be necessary or appropriate.
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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.
| FOXO Technologies Inc. | ||
| Date: December 31, 2024 | By: | /s/ Seamus Lagan |
| Name: | Seamus Lagan | |
| Title: | Chief Executive Officer | |
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