Filing Overview
This Form 8-K was filed by Akerna Corp., not American Bitcoin Corp., and reports matters from the November 11, 2019 annual meeting of stockholders. The report was signed November 13, 2019. Akerna’s common stock and warrants traded on the Nasdaq Capital Market under KERN and KERNW, respectively.
Business Context and Reporting Period
The filing concerns corporate governance and stockholder voting. It does not provide operating or financial results for a quarterly or annual reporting period.
Key Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial metrics.
Material Actions and Vote Results
- Tahira Rehmatullah was elected as a Class I director for a term expiring at the 2022 annual meeting: 4,253,626 votes for, 147,755 withheld, and 2,184,113 broker non-votes.
- Matthew R. Kane was elected as a Class I director for a term expiring at the 2022 annual meeting: 4,318,758 votes for, 82,623 withheld, and 2,184,113 broker non-votes.
- Marcum LLP was ratified as the independent registered public accounting firm for the fiscal year ending June 30, 2020: 6,526,651 for, 46,580 against, and 12,263 abstentions.
- The company’s 2019 executive compensation was approved: 4,355,026 for, 37,226 against, 9,129 abstentions, and 2,184,113 broker non-votes.
- Stockholders approved holding future advisory votes on executive compensation every three years: 3,511,905 votes for three years, versus 34,231 for two years and 842,143 for one year, with 13,102 abstentions and 2,184,113 broker non-votes.
Guidance, Outlook, Risks, and Unusual Items
The filing contains no management guidance, operating outlook, risk disclosures, contingencies, or unusual financial items. Based on the voting outcome, the next advisory vote on executive compensation and its frequency is expected at the 2022 annual meeting.
Investor Verification Items
- Verify the issuer identity: the supplied filing text identifies the registrant as Akerna Corp., while the request metadata identifies American Bitcoin Corp.
- Confirm the 2022 expiration of the elected Class I director terms and the three-year frequency of advisory compensation votes.
- Review the company’s separate financial filings for fiscal 2020 results, liquidity, debt, and operating performance, which are not included in this Form 8-K.