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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): |
July
3, 2025 |
LAZYDAYS
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38424 |
|
82-4183498 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4042
Park Oaks Blvd., Suite 350, Tampa, Florida |
|
33610 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code |
(813)
246-4999 |
N/A
(Former
name or former address, if changed since last report)
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 pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock |
|
GORV |
|
Nasdaq
Capital Market |
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. |
Lazydays
Holdings, Inc. (the “Company”) held its annual meeting of stockholders on July 3, 2025 (the “Annual
Meeting”). As described in the definitive proxy statement furnished to stockholders in connection with the Annual Meeting,
which was filed with the U.S. Securities and Exchange Commission on June 23, 2025 (the “Proxy Statement”),
the following matters were voted on by the Company’s stockholders at the Annual Meeting: (1) the election of Susan Scarola as a
Class A director, to serve until the 2028 annual meeting of stockholders, or until her successor shall have been duly elected and qualified;
(2) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2025; (3) the approval, on an advisory basis, of the compensation of the Company’s named executive officers;
(4) the approval of an amendment to the Company’s Amended and Restated 2018 Long-Term Incentive Plan, as amended (the “2018
Plan”), to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share (“common
stock”), that may be issued under the 2018 Plan by 12,000,000 (before giving effect to any reverse stock split); and (5)
the approval of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s
common stock at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Company’s Board of Directors (the “Board”)
in its discretion and publicly announced prior to the effectiveness of such reverse stock split, subject to the authority of the Board
to abandon such amendment. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are set
forth below. As of June 13, 2025, the record date for the Annual Meeting, there were 110,294,164 shares of common stock outstanding.
1.
Susan Scarola was elected as a Class A director to serve until the 2028 annual meeting of stockholders, or until her or her successor
shall have been duly elected and qualified, by the votes set forth below:
| |
Votes For | | |
Against | | |
Abstain | | |
Broker Non- Votes | |
| |
| | | |
| | | |
| | | |
| | |
Susan Scarola | |
| 93,859,069 | | |
| 582,204 | | |
| 56,586 | | |
| | |
2.
The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2025, was ratified by the stockholders by the votes set forth below:
For: | |
| 94,033,712 | |
Against: | |
| 413,627 | |
Abstain: | |
| 50,520 | |
3.
The approval, on an advisory basis, of the compensation of the Company’s named executive officers was ratified by the stockholders
by the votes set forth below:
For: | |
| 93,921,880 | |
Against: | |
| 518,270 | |
Abstain: | |
| 57,709 | |
Broker Non-Votes: | |
| | |
4.
The approval of an amendment to the 2018 Plan to increase the number of authorized shares of common stock that may be issued under the
2018 Plan by 12,000,000 (before giving effect to any reverse stock split) was ratified by the stockholders by the votes set forth below:
For: | |
| 93,658,759 | |
Against: | |
| 819,248 | |
Abstain: | |
| 19,852 | |
Broker Non-Votes: | |
| | |
5.
The approval of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s
common stock at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Board in its discretion and publicly announced prior
to the effectiveness of such reverse stock split, subject to the authority of the Board to abandon such amendment, was ratified by the
stockholders by the votes set forth below:
For: | |
| 94,366,452 | |
Against: | |
| 115,193 | |
Abstain: | |
| 16,214 | |
Broker Non-Votes: | |
| | |
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.
|
LAZYDAYS
HOLDINGS, INC. |
|
|
|
July
3, 2025 |
By: |
/s/
Ronald K. Fleming |
Date |
|
Ronald
K. Fleming |
|
|
Interim
Chief Executive Officer |