Current Report Filing (8-k)
13 Enero 2023 - 4:11PM
Edgar (US Regulatory)
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0001626644
2023-01-12
2023-01-12
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iso4217:USD
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U.S. 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): January 12, 2023
ODYSSEY
HEALTH, INC.
(Exact name of small business
issuer as specified in its charter)
Nevada |
000-56196 |
47-1022125 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer ID No.) |
2300
West Sahara Avenue, Suite 800 - #4012,
Las
Vegas, NV |
89102 |
(Address of principal executive offices) |
(Zip Code) |
(702) 780-6559
(Issuer’s
Telephone Number)
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 |
Securities registered pursuant
to Section 12(g) of the Act:
Title of each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
Common Stock ($0.001 par value) |
ODYY |
OTC |
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 12b2 of the Securities Exchange Act of 1934 (§240.12b2 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. |
On January
12, 2023, Odyssey Health, Inc. formerly known as Odyssey Group International, Inc. (“Odyssey) held its 2022 Annual Meeting of Stockholders.
At the Annual Meeting, the stockholders: (1) elected each of Joseph Michael Redmond, Jerome H. Casey, Jeffrey Conroy*, John P. Gandolfo
and Ricky W. Richardson to Odyssey’s Board of Directors for a term of one year to serve until the 2023 annual meeting of stockholders
and until a successor is elected; (2) approved the non-binding, advisory vote to approve the compensation of the named executive officers;
(3) approved an amendment to our Amended and Restated Articles of Incorporation to effect a reverse stock split of our outstanding Common
Stock; (4) ratified the appointment of Turner Stone & Company as Odyssey’s independent registered public accounting firm for
the fiscal year ending July 31, 2023.
The number of
votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker
nonvotes on each of the foregoing matters are set forth below.
Proposal #1: Election of Directors
Nominee |
Shares Voted For |
Shares Voted to Withhold Authority |
Joseph M. Redmond |
38,279,621 |
124,164 |
Jerome H. Casey |
38,247,621 |
156,164 |
Jeffrey Conroy* |
38,243,021 |
160,764 |
John P. Gandolfo |
38,243,021 |
160,764 |
Ricky W. Richardson |
38,280,671 |
123,114 |
___________________
*Mr. Conroy resigned from the board of directors on January 4, 2023
and his nomination was withdrawn.
Proposal #2: To Approve on an Advisory Basis Executive
Compensation
Shares
Voted For |
Shares Voted
Against |
Shares
Abstaining |
Broker
Nonvotes |
34,584,104 |
3,353,050 |
466,631 |
5,713,894 |
Proposal #3: To Effect a Reverse Stock Split of Outstanding
Common Stock
Shares
Voted For |
Shares Voted
Against |
Shares
Abstaining |
39,772,694 |
4,305,977 |
39,008 |
Proposal #4: Ratify Turner Stone & Company LLP as
Auditors
Shares
Voted For |
Shares Voted
Against |
Shares
Abstaining |
43,960,197 |
57,968 |
99,514 |
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.
|
Odyssey Health,
Inc. |
|
|
Date: January 13, 2023 |
By: |
/s/ J. Michael Redmond |
|
|
J. Michael Redmond Chief Executive Officer |
Odyssey (QB) (USOTC:ODYY)
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