SharpLink Gaming Announces 2023 Annual General Meeting of Shareholders
MINNEAPOLIS, MN / April 14, 2023 / SharpLink Gaming Ltd. (Nasdaq:SBET) (“SharpLink” or the “Company”), a pioneer of game-changing technological solutions and experienced-based services for the U.S. online sports betting industry, today announced that it will host its Annual General Meeting of Shareholders (the “Meeting”) on Friday, May 26, 2023 at 4:00 PM Central Time at the Company’s corporate headquarters, located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401, USA, and thereafter as it may be adjourned or postponed from time to time.
At the Meeting, shareholders will be asked to approve the following proposals and adopt the following resolutions in connection therewith:
- To re-elect Messrs. Joseph Housman, Rob Phythian, Chris Nicholas, Paul Abdo and Tom Doering to hold office until SharpLink’s 2024 Annual General Meeting of Shareholders and until their successors are elected and qualified;
- To ratify the appointment of Cherry Bekaert, LLP, a registered public accounting firm, as the Company’s independent auditor for the year ended December 31, 2023 and to authorize the Board of Directors to fix such accounting firm’s compensation in accordance with the nature of their services or to delegate such power to the Company’s Audit Committee;
- To approve the issuance of ordinary shares, nominal value NIS 0.06 (the “Ordinary Shares”), in excess of 19.99% of the issued and outstanding Ordinary Shares, in the event that Alpha Capital Anstalt (“Alpha”) elects to convert the 8% Interest Rate, 10% Original Issue Discount, Senior Convertible Debenture into Ordinary Shares and the exercises of a warrant to purchase 8,800,000 Ordinary Shares, both issued in connection with the securities purchase agreement entered by and between SharpLink and Alpha, dated February 14, 2023, in accordance with Nasdaq Listing Rule 5636(d);
- To amend the Company’s Second Amended and Restated Articles of Incorporation (the “Articles”) to increase the quorum necessary for the transaction of business at a meeting of shareholders from the presence of two or more shareholders holding in the aggregate more than 25% of the total voting power attached to the Company’s Ordinary Shares represented in person or by proxy at a meeting to at least 33 1/3% of the issued and outstanding Ordinary Shares;
- To conduct a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers (the “Say on Pay Proposal”);
- To conduct a non-binding advisory vote to determine the frequency of the non-binding advisory vote on executive compensation (the “Say on Pay Frequency Proposal”); and
- To transact any other business that may be properly brought before the Meeting or any continuation, adjournment or postponement thereof.
In addition, the auditor’s report and consolidated financial statements of the Company for the year ended December 31, 2022 will be reviewed and discussed at the Meeting.
Shareholders of record at the close of business on Wednesday, April 19, 2023 are entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof. The Company plans to mail a proxy statement that describes the proposals to be considered at the Meeting and a proxy card on or about Thursday, April 27, 2023. The proxy statement and proxy card will also be filed with the Securities and Exchange Commission (the “SEC”) on Schedule 14A later today.
The approval of the election of the directors under Item 1 and the proposals set forth in Items 2, 3, 4 and 5 require the affirmative vote of holders of at least a majority of the Ordinary Shares (on an as-converted basis, subject to the Beneficial Ownership Limitation (as defined below)), represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter presented for passage. For purposes of the advisory vote regarding the Say on Pay Frequency Proposal, the option of every year, every two years or every three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. The Beneficial Ownership Limitation is defined in the Company’s Articles as 9.99% of the number of the Company’s Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon conversion of Preferred Shares held by the shareholder that is subject to such Beneficial Ownership Limitation.
SharpLink knows of no other matters to be submitted at the Meeting other than as specified in the press release. If any other business is properly brought before the Meeting, the persons named as proxies will vote in respect thereof in accordance with the recommendation of SharpLink’s Board of Directors.
Eligible shareholders may present proper proposals for inclusion in the Meeting by submitting their proposals to the Company no later than Friday, April 21, 2023. Should changes be made to any proposal or to the agenda of the Meeting after the mailing of this Proxy Statement, SharpLink will communicate the changes to its shareholders through the publication of a press release, a copy of which will be filed with the SEC on Form-8-K, which will be available to the public on the SEC’s website at www.sec.gov.
Shareholders can vote either by mailing in their proxy, by Internet, by phone or in person by attending the Meeting. If voting by mail, the proxy must be received by SharpLink’s voting processing agency at least 48 hours prior to the appointed time of the Meeting or at the Company’s registered office in Minneapolis, Minnesota at least four (4) hours prior to the appointed time of the Meeting to be validly included in the tally of Ordinary Shares. If voting by Internet or phone, a shareholder’s vote must be received by 11:59 PM Eastern Time on Thursday, May 25, 2023 to be validly included in the tally of the Ordinary Shares voted at the Meeting. If a shareholder plans to attend the Meeting, he or she may vote in person and their proxy will not be used. Detailed proxy voting instructions are provided both in the proxy statement and on the proxy card.
About SharpLink Gaming Ltd.
Founded in 2019, SharpLink is a leading online technology company that connects sports fans, leagues and sports websites to relevant and timely sports betting and iGaming content. SharpLink uses proprietary, intelligent, online conversion technology to convert sports fans into sports bettors for licensed, online sportsbook operators. In addition, SharpLink specializes in helping sports media companies, leagues, teams and sportsbooks develop strategies, products and innovative solutions to drive deep fan activation and engagement with highly interactive free-to-play games and mobile applications. Further, SharpLink owns and operates a variety of real-money fantasy sports and sports simulation games and mobile apps on its platform; and is licensed or authorized to operate in every state in the United States where fantasy sports and online sports betting has been legalized. SharpLink’s proprietary fantasy sports platform reaches more than two million fantasy sports fans who spend almost $40 million annually on its portfolio of digital gaming experiences and contests. For more information, please visit the SharpLink website at www.sharplink.com.
This release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the expected growth in the online betting industry, the Company’s ability to grow its business, the potential benefits of the Company’s products, services and technologies and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve profitable operations, government regulation of online betting, customer acceptance of new products and services, the effects of the spread of Coronavirus (COVID-19) and future measures taken by authorities in the countries in which the Company’s operates on the Company’s operations, the demand for the Company’s products and the Company’s customers’ economic condition, the impact of competitive products and pricing, the lengthy sales cycle, proprietary rights of the Company and its competitors, general economic conditions and other risk factors detailed in the Company’s annual report and other filings with the United States Securities and Exchange Commission. The Company does not undertake any responsibility to update the forward-looking statements in this release.
SHARPLINK INVESTOR RELATIONS:
SharpLink Gaming Ltd.
Dodi Handy, Director of Communications
Email: [email protected]
SOURCE: SharpLink Gaming Ltd.
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