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 4, 2024 

 

SHIFTPIXY, INC.

(Exact name of registrant as specified in its charter)

 

Wyoming

 

47-4211438

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

4101 NW 25th Street, Miami, FL

 

33142

(Address of principal executive offices)

 

(Zip Code)

 

(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):

 

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 under Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on

which registered

Common Stock, par value $0.0001 per share

 

PIXY

 

The Nasdaq Stock Market LLC

 

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

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

On March 4, 2024, ShiftPixy, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders of record as of the close of business on January 8, 2024, voted on two proposals, each of which is noted below and described in more detail in the Company’s definitive proxy statement, filed on Schedule 14A, and related amendment, filed with the Securities and Exchange Commission on January 19, 2024 (the “Proxy Statement”). The holders of 4,948,187 shares of our common stock, or approximately 91.67% of our outstanding shares of common stock, were represented in person or by proxy and entitled to vote at the meeting, such that a quorum was determined to be present. 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 2025 Annual Meeting of Shareholders, by the following votes:

 

Nominees

 

Shares Voted For

 

Shares Voted Against

 

Abstained/Withheld

 

Broker Non-Votes

Scott W. Absher

 

4,774,207

 

0

 

1,829

 

172,151

Martin Scott

 

4,774,344

 

0

 

1,692

 

172,151

Whitney J. White

 

4,766,521

 

0

 

9,515

 

172,151

Christopher Sebes

 

4,767,159

 

0

 

8,877

 

172,151

Amanda Murphy

 

4,774,590

 

0

 

1,446

 

172,151

  

Proposal 2 – Ratification of Independent Registered Public Accounting Firm

 

Our shareholders ratified the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2024, by the following votes:

 

Shares Voted For

 

Shares Voted Against

 

Abstained/Withheld

4,936,947

4,434

6,806

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit No.

 

Description

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2

 

    

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.

 

 

SHIFTPIXY, INC.

 

 

 

 

 

Date: March 7, 2024

By:

/s/ Scott W. Absher

 

 

 

Scott W. Absher

 

 

 

Chief Executive Officer

 

 

 

3

 

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