Ecoark Holdings, Inc. (OTCMKTS:EARK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Ecoark Holdings, Inc. (OTCMKTS:EARK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

As described below in Item 5.07 of this Current Report on Form
8-K, on June 13, 2017, the stockholders of Ecoark Holdings, Inc.
(the Company) approved the Ecoark Holdings, Inc. 2017 Omnibus
Incentive Plan (the Plan). A description of the material terms of
the Plan is set forth in the Companys Definitive Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission
on May 1, 2017 (the Proxy Statement) and is incorporated herein
by reference in its entirety. The Plan is incorporated into this
Current Report on Form 8-K as Exhibit 10.1 by reference to
Exhibit 99.1 to the Companys Registration Statement on Form S-8
dated and filed with the SEC on June 14, 2017 (File No.
333-218748). Additionally, forms of the Stock Option Agreement,
Restricted Stock Award Agreement and Restricted Stock Unit Award
Agreement relating to awards to be made to the Plan are attached
as Exhibits 10.2, 10.3 and 10.4 to this
Current Report on Form 8-K, respectively, and are incorporated by
reference herein.

Item 5.07Submission of Matters to a Vote of Security
Holders.

The 2017 annual meeting of stockholders (the Annual Meeting) of
the Company was held virtually on June 13, 2017 at 10:00 a.m.
(central time) at
www.virtualshareholdermeeting.com/EARK. During
the Annual Meeting, the Companys stockholders voted on five
proposals. The proposals are described in the Proxy Statement.
The voting results for each of the proposals are as follows.

1. Election of Directors. The eight director nominees
named in the Proxy Statement were elected to the Companys
Board of Directors by the following voting results:
Name Votes For Votes Abstained Broker Non-Votes
Randy S. May 14,043,441 18,088 12,621,488
John P. Cahill 13,978,726 82,803 12,621,488
M. Susan Chambers 14,047,678 13,851 12,621,488
Terrence D. Matthews 14,051,219 10,310 12,621,488
Peter Mehring 14,050,779 10,750 12,621,488
Gary Metzger 14,050,783 10,746 12,621,488
Steven K. Nelson 14,051,212 10,317 12,621,488
Charles Rateliff 14,050,784 10,745 12,621,488
2. Approval of the Ecoark Holdings, Inc. 2017 Omnibus
Incentive Plan.
The stockholders voted upon and approved
the Plan, with the following voting results:
Votes For Votes Against Abstentions Broker Non-Votes
13,945,996 25,493 90,040 12,621,488
3. Advisory Vote to Approve Executive Compensation. The
stockholders approved a non-binding advisory resolution
approving the compensation of the Companys named executive
officers, with the following voting results:
Votes For Votes Against Abstentions Broker Non-Votes
13,807,549 91,217 162,763 12,621,488

4. Advisory Vote on Frequency of Future Advisory Votes on
Executive Compensation.
The stockholders recommended, on
an advisory non-binding basis, that the Company hold future
advisory votes to approve the compensation of the Companys
named executive officers every year by the following votes:
Every Year

Every

Two Years

Every

Three Years

Votes Abstained Broker Non-Votes
13,890,693 40,803 58,533 71,500 12,621,488

The Company has considered the outcome of this advisory vote and
has determined, as was recommended by the Companys Board of
Directors in the Proxy Statement, that the Company will hold
future say-on-pay votes on an annual basis until the occurrence
of the next advisory vote on the frequency of say-on-pay votes.
The next advisory vote regarding the frequency of say-on-pay
votes is required to occur no later than the Companys 2023 annual
meeting of stockholders.

5. Ratification of KBL, LLP as the Companys Independent
Registered Public Accounting Firm
. The stockholders
ratified the appointment of KBL, LLP as the Companys
independent registered public accounting firm for the fiscal
year ending March 31, 2018, with the following voting
results:
Votes For Votes Against Votes Abstained
26,197,420 10,712 474,885

Item9.01Financial StatementsandExhibits.

(d)Exhibits.

ExhibitNo.

Description

10.1 Ecoark Holdings, Inc. 2017 Omnibus Incentive Plan, effective
June 13, 2017 (incorporated by reference to Exhibit 99.1 to
the Companys Registration Statement on Form S-8 dated and
filed with the SEC on June 14, 2017 (File No. 333-218748))
10.2 Form of Stock Option Agreement under the Ecoark Holdings,
Inc. 2017 Omnibus Incentive Plan
10.3 Form of Restricted Stock Award Agreement under the Ecoark
Holdings, Inc. 2017 Omnibus Incentive Plan
10.4 Form of Restricted Stock Unit Award Agreement under the
Ecoark Holdings, Inc. 2017 Omnibus Incentive Plan



Ecoark Holdings, Inc. Exhibit
EX-10.2 2 f8k061317ex10ii_ecoarkhold.htm FORM OF STOCK OPTION AGREEMENT UNDER THE ECOARK HOLDINGS,…
To view the full exhibit click here
About Ecoark Holdings, Inc. (OTCMKTS:EARK)

Ecoark Holdings, Inc. is a technology solutions company. The Company offers technologies to fight waste in operations, logistics, and supply chains worldwide. It provides pallet-level time and temperature tracking, pre-cool prioritization and monitoring, pallet routing, real-time in-transit monitoring, remote visibility, and quality management solutions. The Company also offers Point Clouds, which creates two dimensional (2d) and three dimensional (3d) digital replications; High definition (HD) photos, a 360 degree rotational bubble image from various project perspectives; 2d Plans that plan and elevates views in CAD/PDF; and 3d models, such as Revit, CAD, Cyclone, 3dS, and others; as well as provides training and consultation services on laser scan and/or creates 2d as-builts or 3d models. In addition, it provides tech driven consumer products.

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