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Arena Group Holdings Inc (AREN)

Employees
Data from SEC filings
Employee count
Shareholder alignment
Vote support at last AGM

As of the record date for the Annual Meeting, May 2, 2022 (the “Record Date”), the Common Stock and the Company’s Series H convertible preferred stock, par value $0.01 per share (the “Series H Preferred Stock,” and, collectively with the Common Stock, the “Voting Securities”) were the only classes of voting stock issued and outstanding. On the Record Date, there were 17,808,434 shares of the Common Stock and 14,556 shares of Series H Preferred Stock issued and outstanding. The Series H Preferred Stock votes together with the Common Stock as a single class, with the Series H Preferred Stock having a number of votes equal to the number of votes that the holder of the Series H Preferred Stock would be entitled to cast had such holder converted its Series H Preferred Stock into shares of the Common Stock on the Record Date for determining the stockholders eligible to vote. The Series H Preferred Stock is subject to a “conversion block,” such that the holder cannot convert or vote any portion of the Series H Preferred Stock that would result in the holder and its affiliates holding more than 4.99% of the then-issued and outstanding shares of the Common Stock following such conversions (which “conversion block” can be increased to 9.99% upon at least 61 days’ prior written notice to the Company). Accordingly, after taking into account the “conversion block,” the holders of the Series H Preferred Stock holding 8,043 shares will be entitled to vote at the Annual Meeting the equivalent of 1,108,789 shares of the Common Stock; thus, a total of 18,917,223 shares of Voting Securities are entitled to vote at the Annual Meeting. Of these shares, 14,176,611 were present or represented by proxy at the Annual Meeting, which constituted a quorum for the transaction of business at the Annual Meeting. The following proposals were voted on at the Annual Meeting, as described in greater detail in the Proxy Statement:

Proposal 1 – To elect directors to the Company’s board of directors. Our stockholders duly elected Ross Levinsohn, Daniel Shribman, Todd Sims, Carlo Zola, Christopher Petzel, Laura Lee, and H. Hunt Allred by at least a plurality of the votes cast, to serve until his or her successor is elected and qualified or until his or her earlier resignation or removal. The results of the voting were as follows:

For Withheld Broker Non-Votes
Ross Levinson 10,953,305 902 3,222,404
Daniel Shribman 10,933,988 20,219 3,222,404
Todd Sims 10,596,791 357,416 3,222,404
Carlo Zola 10,953,307 900 3,222,404
Christopher Petzel 10,757,551 196,656 3,222,404
Laura Lee 10,757,602 196,605 3,222,404
H. Hunt Allred 10,757,558 196,649 3,222,404




Proposal 2 – To approve the Equity Incentive Plan (the “2022 Plan”). The stockholders approved the 2022 Plan. The results of the voting were as follows:

For Against Abstain Broker Non-Votes
10,587,682 364,446 2,079 3,222,404

Proposal 3 – To Ratify the Extension of the Stockholder Rights Agreement dated May 4, 2021 (the “Original Rights Agreement”), as reflected in the Amended and Restated Rights Agreement, dated as of May 2, 2022 (the “A&R Rights Agreement”). The stockholders ratified the extension of the Original Rights Agreement in the A&R Rights Agreement. The results of the voting were as follows:

For Against Abstain Broker Non-Votes
10,779,641 169,171 5,395 3,222,404

Proposal 4 – To approve the Amendments to the Outside-Plan Option Agreements of Chief Financial Officer (“CFO”), Douglas Smith. The stockholders approved the amendments to the outside-plan option agreements for CFO Douglas Smith. The results of the voting were as follows:

For Against Abstain Broker Non-Votes
10,527,851 359,877 66,479 3,222,404

Proposal 5 – To Ratify the Selection of Marcum LLP (“Marcum”), as the Company’s Independent Registered Public Accounting Firm. The stockholders approved the ratification of the appointment of Marcum as the independent registered public accounting firm. The results of the voting were as follows:

For Against Abstain Broker Non-Votes
14,176,280 249 82 0