8-K
0001844971false0001844971gree:SeniorNoteMember2022-09-062022-09-060001844971us-gaap:CommonStockMember2022-09-062022-09-0600018449712022-09-062022-09-06

 

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): September 06, 2022

 

 

Greenidge Generation Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40808

86-1746728

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

135 Rennell Drive, 3rd Floor

 

Fairfield, Connecticut

 

06890

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (203) 718-5960

 

 

(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:

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

Class A Common Stock, $0.0001 par value

 

GREE

 

NASDAQ Global Select Market

8.50% Senior Notes due 2026

 

GREEL

 

NASDAQ Global Select 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.

Greenidge Generation Holdings Inc. (“Greenidge”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) on September 6, 2022. A description of each matter voted upon at the Annual Meeting is given in detail in Greenidge’s definitive proxy statement filed with the Securities and Exchange Commission on July 28, 2022. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

 

Proposal No. 1:

To elect the following nine nominees to Greenidge’s board of directors, each to serve on the board of directors until the next annual meeting of stockholders and until his successor has been elected and qualified, or until his earlier death, resignation or removal.

 

Nominees

Votes Cast For

 

Votes Withheld

 

Broker Non-Votes

 

Jeffrey E. Kirt

 

270,807,565

 

 

850,820

 

 

4,019,451

 

Timothy Fazio

 

269,628,298

 

 

2,030,087

 

 

4,019,451

 

George (Ted) Rogers

 

271,209,282

 

 

449,103

 

 

4,019,451

 

Andrew M. Bursky

 

270,538,654

 

 

1,119,731

 

 

4,019,451

 

David Filippelli

 

270,547,038

 

 

1,111,347

 

 

4,019,451

 

Jerome Lay

 

270,034,359

 

 

1,624,026

 

 

4,019,451

 

Timothy Lowe

 

270,887,312

 

 

771,073

 

 

4,019,451

 

Michael Neuscheler

 

271,157,767

 

 

500,618

 

 

4,019,451

 

Daniel Rothaupt

 

270,882,815

 

 

775,570

 

 

4,019,451

 

 

Proposal No. 2:

To ratify the selection of Armanino LLP as Greenidge’s independent registered public accounting firm for the year ending December 31, 2022.

 

Votes Cast For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

 

275,100,738

 

 

528,237

 

 

48,861

 

 

-

 

 

Proposal No 3:

To approve the amendment and restatement of our Amended and Restated Certificate of Incorporation to remove the terms relating to the series A Preferred Stock.

 

Votes Cast For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

 

271,435,582

 

 

205,323

 

 

17,480

 

 

4,019,451

 

 

 

 


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 thereunto duly authorized.

 

 

 

Greenidge Generation Holdings Inc.

 

 

 

 

Date:

September 7, 2022

By:

/s/ Terence A. Burke

 

 

 

General Counsel