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Business Context and Reporting Period

This Form 8-K filing by Genius Brands International, Inc. (GNUS) reports on the results of the 2022 Annual Meeting of Stockholders held on December 12, 2022. The filing covers corporate governance actions taken at the meeting, including the election of directors and the ratification of the independent auditor.

Key Financial Metrics

The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the outcomes of the stockholder vote.

Material Changes and Voting Results

At the Annual Meeting, holders of 164,622,917 shares (51.83% of outstanding common stock) were present or represented by proxy. The following actions were approved:

• Election of Directors: All nine nominees were elected to the Board of Directors. Notable nominees included Andy Heyward, Joseph "Gray" Davis, and Stefan Piëch. Broker non-votes totaled 84,052,894 for all director nominees.
• Ratification of Auditor: The selection of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022, was ratified.

Guidance, Outlook, and Risks

The filing text does not contain management commentary, financial guidance, outlook, risks, contingencies, or unusual items. The document is limited to the procedural results of the Annual Meeting.

Key Facts for Investor Verification

• Verify the composition of the newly elected Board of Directors and their tenure terms.
• Confirm the appointment of Baker Tilly US, LLP as the independent auditor for the 2022 fiscal year.
• Note the significant number of broker non-votes (84,052,894) regarding the election of directors, which may indicate passive institutional holdings.
• Review the company's subsequent 10-K filing for the fiscal year ended December 31, 2022, to obtain the financial metrics absent from this 8-K.