0001642985 false 0001642985 2021-12-23 2021-12-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 27, 2021 (December 23, 2021)

 

MOBILE INFRASTRUCTURE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)


     

000-55760              

 

47-3945882

(Commission File Number)

 

(IRS Employer Identification No.)

 

     

250 E. 5th Street, Suite 2110, Cincinnati, Ohio

 

45202

(Address of Principal Executive Offices)

 

(Zip Code)

 

(702) 534-5577

(Registrant’s Telephone Number, Including Area Code)

 

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:

 

[ ]            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

N/A

 

N/A

 

N/A

 

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 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.

 

At the annual meeting of stockholders (the “Annual Meeting”) of Mobile Infrastructure Corporation (the “Company”), held on December 23, 2021, the Company’s stockholders voted on the election of Jeffrey B. Osher as an Independent Director to serve until the Company’s next annual meeting of stockholders and until his successor is duly elected and qualifies. Mr. Osher received the following votes:

 

For

 

Withhold

 

Broker Non-Votes

3,026,301

 

107,400

 

986,763

 

At the Annual Meeting, the Company’s stockholders voted on the election of Lorrence T. Kellar as an Independent Director to serve until the Company’s next annual meeting of stockholders and until his successor is duly elected and qualifies. Mr. Kellar received the following votes:

 

For

 

Withhold

 

Broker Non-Votes

3,032,027

 

101,674

 

986,763

 

The Company’s stockholders also voted on the election of Danica Holley as an Independent Director to serve until the Company’s next annual meeting of stockholders and until her successor is duly elected and qualifies. Ms. Holley received the following votes:

 

For

 

Withhold

 

Broker Non-Votes

3,036,797

 

96,904

 

986,763

 

 

The Company’s stockholders also voted on the election of Damon Jones as an Independent Director to serve until the Company’s next annual meeting of stockholders and until his successor is duly elected and qualifies. Mr. Jones received the following votes:

 

For

 

Withhold

 

Broker Non-Votes

3,027,762

 

105,939

 

986,763

 

The Company’s stockholders also voted on the election of Shawn Nelson as an Independent Director to serve until the Company’s next annual meeting of stockholders and until his successor is duly elected and qualifies. Mr. Nelson received the following votes:

 

For

 

Withhold

 

Broker Non-Votes

3,032,070

 

101,631

 

986,763

 

 

The Company’s stockholders also voted on the election of Stephanie Hogue as an Affiliated Director to serve until the Company’s next annual meeting of stockholders and until her successor is duly elected and qualifies. Ms. Hogue received the following votes:

 

For

 

Withhold

 

Broker Non-Votes

3,035,278

 

98,423

 

986,763

 

 

The Company’s stockholders also voted on the election of Manuel Chavez, III as an Affiliated Director to serve until the Company’s next annual meeting of stockholders and until his successor is duly elected and qualifies. Mr. Chavez received the following votes:

 

For

 

Withhold

 

Broker Non-Votes

3,026,431

 

107,270

 

986,763

 

 

The Company’s stockholders also voted on a non-binding advisory resolution on the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the company’s proxy statement relating to the Annual Meeting. This proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

2,843,833

 

160,357

 

129,511

 

986,763

2

The Company’s stockholders also voted on a non-binding advisory vote on the frequency of future stockholder advisory votes to approve executive compensation.  The Board of Directors may, in its discretion, determine to change the frequency with which the Company holds this vote.  This proposal received the following votes:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

Broker Non-Votes

254,570

 

108,541

 

2,675,234

 

95,356

986,763

 

 

The Company’s stockholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors to serve for the 2021 fiscal year. This proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

4,050,476

 

11,478

 

58,510

 

 

The results reported above are final voting results.


3

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.

 

 

 

MOBILE INFRASTRUCTURE CORPORATION

     
     
 

By:

/s/ Stephanie Hogue

 

Name:

Stephanie Hogue

 

Title:

President, Secretary and

Interim Chief Financial Officer

 

Dated:  December 27, 2021