6-K
Orion Digital Corp. (ORIO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2023
Commission File Number: 001-3 8409
| Mogo Inc. |
|---|
| (formerly known as Mogo Finance Technology Inc.) |
2100-401 West Georgia St.
Vancouver, British Columbia
V6B 5A1, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| ☐ Form 20-F | ☒ Form 40-F |
|---|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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, thereunto duly authorized.
| Mogo Inc. | ||
|---|---|---|
| Date: June 27, 2023 | By: | /s/ Gregory Feller |
| | Name: | Gregory Feller |
| | Title: | President & Chief Financial Officer |
| 2 |
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Form 6-K Exhibit Index
| Exhibit Number | Document Description |
|---|---|
| 99.1 | Press release dated 27, 2023 announcing results for annual general and special meeting of shareholders |
| 99.2 | Report of voting results dated June 27, 2023 |
| 3 |
|---|
mogo_ex991.htm EXHIBIT 99.1
MOGO ANNOUNCES RESULTS OF ITS ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
June 27, 2023, Vancouver – The annual general and special meeting of shareholders (the "Meeting") of Mogo Inc. (NASDAQ: MOGO) (TSX: MOGO;) ("Mogo" or the "Company"), one of Canada’s leading financial technology companies, was held today via live audiocast online and the Company is pleased to announce that all resolutions put forward, being the election of directors, the appointment of the auditors of the Company and the approval of a consolidation resolution in respect of the common shares of the Company at the discretion of the board of directors, were approved. Each of the matters voted upon at the Meeting is discussed in detail in the Company’s management information circular dated May 29, 2023 (the “Circular”), which can be found under the Company’s profile on SEDAR (www.sedar.com).
The total number of votes cast by shareholders by proxy or online at the Meeting was 25,831,298 votes, representing 34.46% of the Company's outstanding shares as at May 29, 2023. The voting results are detailed below.
Election of Directors
The nominees listed in the Circular were elected as directors of Mogo. Detailed results of the vote are as follows:
| Name of Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld |
|---|
| David Feller | 17,498,435 | 90.09% | 1,925,823 | 9.91% |
| Gregory Feller | 17,230,270 | 88.70% | 2,193,988 | 11.30% |
| Michael Wekerle | 15,604,398 | 80.33% | 3,819,860 | 19.67% |
| Christopher Payne | 15,906,961 | 81.89% | 3,517,297 | 18.11% |
| Kees Van Winters | 17,599,378 | 90.61% | 1,824,880 | 9.39% |
| Kristin McAlister | 17,644,239 | 90.84% | 1,780,019 | 9.16% |
Appointment of Auditor
KPMG LLP was re-appointed as auditor of the Company until the next annual general meeting of shareholders of the Company at remuneration to be fixed by the Company's board of directors. Detailed results of the vote are as follows:
| Votes For | % Votes For | Votes Withheld | % Votes Withheld |
|---|
| 25,602,354 | 99.11% | 228,944 | 0.89% |
- 2 -
Approval of Share Consolidation
A special resolution authorizing the board of directors of the Company (the "Board") to effect a consolidation of all of the issued and outstanding common shares of the Company on the basis of a consolidation ratio, to be determined by the Board, of up to four (4) pre-consolidation common shares for one (1) post-consolidation common share, effective as at the discretion of the Board, provided that the effective date shall be before July 1, 2025, was passed by the shareholders of the Company. Detailed results of the vote are as follows:
| Votes For | % Votes For | Votes Against | % Votes Against |
|---|
| 24,120,907 | 93.38% | 1,710,389 | 6.62% |
The Company has filed a report of voting results on all resolutions voted upon at the Meeting under its profile on SEDAR at www.sedar.com.
About Mogo
Mogo, one of Canada’s leading digital finance companies, is empowering its members with simple digital solutions to help them build wealth and achieve financial freedom. Mogo’s trade app, MogoTrade, offers commission-free stock trading that helps users make a positive impact with every investment and together with Moka, Mogo’s wholly-owned subsidiary bringing automated, fully-managed flat-fee investing to Canadians, forms the heart of Mogo’s digital wealth platform. Mogo also offers digital loans and mortgages. Through Mogo’s wholly-owned subsidiary, Carta Worldwide, we also offer a digital payments platform that powers the next-generation card programs from innovative fintech companies in Europe and Canada. To learn more, please visit mogo.ca or download the mobile app (iOS or Android).
For further information:
Craig Armitage
Investor Relations
(416) 347-8954
US Investor Relations Contact
Lytham Partners, LLC
Ben Shamsian
New York | Phoenix
646-829-9701
mogo_ex992.htm EXHIBIT 99.2
ANNUAL MEETING OF SHAREHOLDERS OF
MOGO INC.
REPORT OF VOTING RESULTS
VIA SEDAR
June 27, 2023
All Provinces and Territories of Canada
The Toronto Stock Exchange
| Re: Mogo Inc. (the "Company") Report of Voting Results |
|---|
Pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the matters voted upon and the outcome of the votes at the Company's Annual General Meeting of Shareholders held on June 27, 2023 are as follows:
- Election of Directors
The following directors were elected to the board of directors of the Company to hold office until the next annual general meeting of the Company or until their earlier resignation or appointment or election of their successors:
David Feller
Gregory Feller
Michael Wekerle
Christopher Payne
Kees Van Winters
Kristin McAlister
Details of the vote are as follows:
| Name of Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld |
|---|
| David Feller | 17,498,435 | 90.09% | 1,925,823 | 9.91% |
| Gregory Feller | 17,230,270 | 88.70% | 2,193,988 | 11.30% |
| Michael Wekerle | 15,604,398 | 80.33% | 3,819,860 | 19.67% |
| Christopher Payne | 15,906,961 | 81.89% | 3,517,297 | 18.11% |
| Kees Van Winters | 17,599,378 | 90.61% | 1,824,880 | 9.39% |
| Kristin McAlister | 17,644,239 | 90.84% | 1,780,019 | 9.16% |
- 2 -
- Re-appointment of Auditor
KPMG LLP were re-appointed as auditor of the Company until the next annual general meeting of shareholders of the Company at remuneration to be fixed by the Company's board of directors.
Details of the vote are as follows:
| Votes For | % Votes For | Votes Withheld | % Votes Withheld |
|---|
| 25,602,354 | 99.11% | 228,944 | 0.89% |
- Consolidation Resolution
A special resolution authorizing the board of directors of the Company (the "Board") to effect a consolidation of all of the issued and outstanding common shares of the Company on the basis of a consolidation ratio, to be determined by the Board, of up to four (4) pre-consolidation common shares for one (1) post-consolidation common share, effective as at the discretion of the Board, provided that the effective date shall be before July 1, 2025, was passed by the shareholders of the Company.
Details of the vote are as follows:
| Votes For | % Votes For | Votes Against | % Votes Against |
|---|
| 24,120,907 | 93.38% | 1,710,389 | 6.62% |
DATED June 27, 2023.
MOGO INC.
(signed) “David Feller”
David Feller
Chief Executive Officer