UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The following matters were voted upon at the 2022 Annual Meeting of Stockholders of Ondas Holdings Inc. (the “Company”) held on December 19, 2022 (the “Annual Meeting”). Each stockholder of the Company’s common stock was entitled to one vote on each matter properly presented at the Annual Meeting for each share of common stock owned by that stockholder on the record date.
Proposal 1 – a proposal to elect seven directors, each for a term expiring at the next Annual Meeting or until their successors are duly elected and qualified.
| Nominee | Votes For | Votes Withheld | Broker Non-Vote | |||||||||
| Eric A. Brock | 19,985,255 | 720,454 | 9,916,869 | |||||||||
| Derek Reisfield | 19,686,313 | 1,019,396 | 9,916,869 | |||||||||
| Thomas V. Bushey | 19,684,041 | 1,021,668 | 9,916,869 | |||||||||
| Richard M. Cohen | 18,920,987 | 1,784,722 | 9,916,869 | |||||||||
| Randall P. Seidl | 20,240,064 | 465,645 | 9,916,869 | |||||||||
| Richard H. Silverman | 20,227,123 | 478,586 | 9,916,869 | |||||||||
| Jaspreet Sood | 20,138,659 | 567,050 | 9,916,869 | |||||||||
Proposal 2 – a proposal to ratify the selection of Rosenberg Rich Baker Berman, P.A. as the Company’s independent certified public accountants for the fiscal year ending December 31, 2022.
| Votes For | Votes Against | Abstain | Broker Non-Vote | |||
| 30,147,835 | 248,299 | 226,444 | N/A |
Proposal 3 – a proposal to obtain advisory approval of the Company’s executive compensation.
| Votes For | Votes Against | Abstain | Broker Non-Vote | |||
| 20,041,827 | 525,317 | 138,565 | 9,916,869 |
Proposal 4 – a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock issuable by the Company pursuant to the Notes (as described in the definitive proxy statement filed with the Securities and Exchange Commission on November 23, 2022).
| Votes For | Votes Against | Abstain | Broker Non-Vote | |||
| 20,133,987 | 553,789 | 17,933 | 9,916,869 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Date: December 19, 2022 | ONDAS HOLDINGS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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