MERIDIAN WASTE SOLUTIONS, INC. (OTCMKTS:MRDN) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
On December 14, 2017, Meridian Waste Solutions, Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”). A majority of the votes of common stock outstanding and entitled to vote at the Annual Meeting was present in person or by proxy, thereby constituting a quorum. Holders of shares of Series A Preferred Stock, Series D Preferred Stock and Series E Preferred Stock all voted together with the holders of common stock. Each one (1) share of Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding common stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. Each one (1) share of Series D Preferred Stock and each one (1) share of Series E Preferred Stock has 6.94 votes.
The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth in the table below. With respect to the election of Jeffrey S. Cosman, Walter H. Hall, Thomas J. Cowee, Jackson Davis and Joseph Ardagna as directors to each serve a one-year term on the Board and until each of their successors is elected and qualified, each nominee received the number of votes set forth opposite his name.
| Number of Votes | |||||
| Votes For |
Votes Against/ Withheld |
Abstentions | Percentage Voted in Favor | ||
| Election of Jeffrey S. Cosman | 15,936,354 | 2,062 | – | 59.2 | % |
| Election of Walter H. Hall | 15,936,354 | 2,062 | – | 59.2 | % |
| Election of Thomas J. Cowee | 15,936,354 | 2,063 | – | 59.2 | % |
| Election of Jackson Davis | 15,936,354 | 2,063 | – | 59.2 | % |
| Election of Joseph Ardagna | 15,936,354 | 2,063 | – | 59.2 | % |
| Ratification of Moss Adams LLP, the Company’s independent registered public accountant, to audit the Company’s consolidated financial statements for 2017 | 15,938,414 | 2,000 | – | 59.2 | % |
| Non-binding advisory vote on the Company’s Executive Compensation | 15,900,759 | 5,084 | 32,573 |
59.0 |
% |
| One Year | Two Years | ThreeYears | Abstain | Percentage Voted in Favor | ||
| Non-binding advisory vote on the Frequency of the Company’s Executive Compensation Votes | 595,608 | 15,267,242 | 17,595 | – | 56.7 | % |
On the basis of the above votes, (i) Jeffrey S. Cosman, Walter H. Hall, Thomas J. Cowee, Jackson Davis and Joseph Ardagna were elected as members of the Board and (ii) the proposal to ratify the selection of Moss Adams LLP, as the Company’s independent registered public accountant to audit its consolidated financial statements for 2017 was adopted. The stockholders also voted a sufficient number of non-binding advisory votes to approve (iii) the Company’s executive compensation and (iv) two years for the frequency of executive compensation votes.
About MERIDIAN WASTE SOLUTIONS, INC. (OTCMKTS:MRDN)
Meridian Waste Solutions, Inc., formerly Brooklyn Cheesecake & Desserts Company, Inc., is an integrated provider of non-hazardous solid waste collection, transfer and disposal services in Missouri. The Company is primarily in the business of residential and commercial waste hauling and has contracts with various cities and municipalities. As of September 30, 2016, the Company, through its subsidiaries, provides solid waste collection services to approximately 65,000 industrial, commercial and residential customers in the Metropolitan St. Louis, Missouri area. The Company operates through Here To Serve Missouri Waste Division, LLC (HTSMWD), Here To Serve Georgia Waste Division, LLC (HTSGWD), Meridian Land Company, LLC (MLC), and Christian Disposal, LLC and subsidiary (CD). In addition, it rents waste containers and provides collection services to construction, demolition and industrial sites.
