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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
May 24, 2023
Date of Report (Date of earliest event reported)
___________________________________
Redwire Corporation
(Exact name of registrant as specified in its charter)
___________________________________
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Delaware (State or other jurisdiction of incorporation or organization) | 001-39733 (Commission File Number) | 98-1550429 (I.R.S. Employer Identification Number) |
8226 Philips Highway, Suite 101 Jacksonville, Florida 32256 |
(Address of principal executive offices and zip code) |
(650) 701-7722 |
(Registrant's telephone number, including area code) |
__________________________________Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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☐ | 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)) |
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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, $0.0001 par value per share | RDW | New York Stock Exchange |
| Warrants, each to purchase one share of Common Stock | RDW WS | New York Stock Exchange |
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.
On May 24, 2023, Redwire Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on April 3, 2023, the record date of the Annual Meeting, there were 64,280,631 shares of common stock issued and outstanding and 81,250 shares of Series A preferred stock issued and outstanding, which were entitled to an aggregate of 12,764,153 of votes on an as converted to common stock basis, in accordance with the 19.99% Limitation (as defined in our Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2023). Holders of 57,461,153 shares of common stock and of Series A preferred stock, on an as converted to common stock basis, were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for purposes of conducting business at the Annual Meeting.
Set forth below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting.
Proposal No. 1: Election of directors.
The Company’s shareholders elected the following nominees to serve as Class II directors until the 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified.
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Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
Jonathan E. Baliff | | 50,015,267 | | 872,271 | | 6,573,615 |
| Reggie Brothers | | 49,327,050 | | 1,560,488 | | 6,573,615 |
| Les Daniels | | 49,172,151 | | 1,715,387 | | 6,573,615 |
Proposal No. 2: Proposal to ratify of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified.
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Votes For | | Votes Against | | Abstentions |
| 53,707,612 | | 17,972 | | 3,735,569 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 31, 2023
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| Redwire Corporation |
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By: | /s/ Jonathan Baliff |
Name: | Jonathan Baliff |
Title: | Chief Financial Officer and Director |
