LQR House Inc.

06/04/2025 | Press release | Distributed by Public on 06/04/2025 14:06

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 2, 2025, LQR House Inc., a Nevada corporation (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Articles of Incorporation (the "Articles of Incorporation") with the Secretary of State of Nevada to increase the number of authorized shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") from 10,000,000 to 350,000,000 and to make a corresponding change to the number of authorized shares of capital stock, effective as of 9:00 a.m. (New York time) on June 2, 2025 (the "Increase of Authorized Shares"). As reported below under Item 5.07 of this report, the Company held LQR House Inc. 2025 Annual Meeting of Stockholders (the "Annual Meeting") on May 30, 2025, at which meeting the Company's stockholders approved an amendment to the Articles of Incorporation to authorize the Company to effect the Increase of Authorized Shares. Following the Annual Meeting, the Company effected the Increase of Authorized Shares on June 2, 2025.

The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1.

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

On May 30, 2025, at 5:00 p.m. (Eastern time), the Company held its virtual Annual Meeting.

A quorum was present for the Annual Meeting. At the Annual Meeting, four proposals were submitted to the stockholders for approval as set forth in the definitive Proxy Statement (the "Proxy Statement") as filed with the U.S. Securities and Exchange Commission (the "SEC") on May 5, 2025. As of the record date, April 3, 2025, a total of 37,107,807 shares of Common Stock were issued and outstanding and entitled to vote. The holders of record of 22,703,472 shares of Common Stock were present in person or represented by proxy at said meeting. Such amounts represented approximately 61.18% of the Common Stock entitled to vote at such meeting and of the Company's total voting power.

At the Annual Meeting, the stockholders approved four of the four proposals submitted. The votes on the proposals were cast as set forth below:

1. Election of the five nominees to the Board:
Name Votes For Votes Against Abstain Broker
Non-Votes
Sean Dollinger 14,291,567 1,794,312 26,874 6,590,719
Yilin Lu 14,696,832 1,281,715 134,206 6,590,719
Lijun Chen 14,288,975 1,689,572 134,206 6,590,719
Jing Lu 14,288,191 1,690,392 134,170 6,590,719
Hong Chun Yeung 14,286,830 1,691,717 134,206 6,590,719

Each director nominee was elected to serve as a director until the Company's 2026 annual meeting of stockholders, or until such person's successor is duly elected and qualified, or until such person's earlier resignation, death, or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.

Alexandra Hoffman and James O'Brien were not nominated for re-election and ceased to serve on the Board of the Company after the Annual Meeting.

LQR House Inc. published this content on June 04, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 04, 2025 at 20:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io