SECsense Logo

Captivision Inc. AGM Report: Quorum Challenges & Key Resolutions January 2025

$CAPT
Form 6-K
Filed on: 2025-01-17
Source
Captivision Inc. AGM Report: Quorum Challenges & Key Resolutions January 2025

Here are the key insights extracted from the provided financial report (Form 6-K) of Captivision Inc.:

  1. Filing Information:
  • Company Name: Captivision Inc.
  • Commission File Number: 001-41869
  • Report Date: This report is for the month of January 2025.
  1. Annual General Meeting (AGM):
  • Date and Time: The AGM was reconvened on January 10, 2025, at 9:00 a.m. Central Time.
  • Location: Paul Hastings LLP, Houston, Texas, and via live audio webcast.
  • Original Meeting Date: The AGM was initially convened on December 13, 2024, but faced adjournments due to lack of quorum.
  1. Shareholder Participation:
  • Record Date: November 13, 2024, with 32,369,512 Ordinary Shares outstanding.
  • Shares Represented at Meeting: Only 466,865 Ordinary Shares (1.44% of total) were present in person or by proxy, leading to a lack of quorum.
  • Quorum Requirement: A quorum requires holders of one-third of the Ordinary Shares outstanding, which was not met until the articles allowed shareholders present to constitute a quorum after 30 minutes.
  1. Resolutions Voted:
  • Re-election of Directors:
    • Directors Hafeez Giwa and Jessica Thomas were re-elected to serve as Class I directors until the 2027 AGM.
    • Voting Results: For - 462,766; Against - 3,348; Abstain - 751.
  • Ratification of Auditor:
    • UHY LLP was ratified as the independent registered public accounting firm for the fiscal year ended December 31, 2024.
    • Voting Results: For - 464,140; Against - 1,474; Abstain - 1,251.
  1. Director Resignations:
  • Michael B. Berman: Resigned from the Board and as Chair of the Audit Committee on January 13, 2025. No disagreement with the Company was noted.
  • Betty W. Liu: Resigned from the Board and as Chair of the Compensation Committee on January 15, 2025. Similarly, no disagreement was reported.
  1. Signatory:
  • The report was signed by Gary R. Garrabrant, Chief Executive Officer, on January 16, 2025.

Summary:

The AGM of Captivision Inc. faced challenges with quorum attendance, leading to multiple adjournments. Low shareholder participation was noted, which may raise concerns about shareholder engagement. Key resolutions, including the re-election of directors and auditor ratification, received majority approval. The resignations of two board members occurred shortly after the meeting, but both cited no disagreements with the company. This report highlights the importance of shareholder participation and governance in corporate decision-making processes.