{"url_path":"/sec/ugro/8-k/2026-06-15/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1706524/0001213900-26-068776-index.html","accession_number":"0001213900-26-068776","cik":"0001706524","ticker":"UGRO","issuer_name":"Flash Sports & Media Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1706524/0001213900-26-068776-index.html","primary_entity_key":"0001706524","primary_entity_name":"Flash Sports & Media Holdings, Inc."},"word_count":438,"has_tables":true,"body_markdown":"** **\n\n**Item\n5.07 Submission of Matters to a Vote of Security Holders**\n\n** **\n\nOn June\n12, 2026, the Company held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described int\nthe Company’s proxy statement (the “Proxy Statement”) dated May 14, 2026. Of the Company’s 1,404,499 shares\nof common stock issued and outstanding and eligible to vote as of the record date of May 6, 2026, a quorum of 799,592 shares, or approximately\n56.93% of the eligible shares, were represented at the Special Meeting either in person or by proxy.   \n\n \n\nA description of each matter voted upon at the\nSpecial Meeting is described in detail in the Proxy Statement. The matters voted upon at the Special Meeting and the final results of\nsuch voting are set forth below:\n\n \n\n**Proposal 1 – Approval of Name Change to “Flash Sports\n& Media Holdings, Inc.”**\n\n** **\n\nThe Corporate Name Change as described in Item\n5.03 above was approved. The results of the vote were as follows:\n\n \n\nVotes For \nVotes Against \nVotes Abstained \nBroker Non-Votes\n\n787,843 \n 2,783 \n8,966 \n0\n\n \n\n**Proposal 2 – Approval of the Issuance of Shares Upon Conversion\nof Series B Stock**\n\n** **\n\nA proposal to approve, for purposes of complying\nwith Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock upon conversion of the Company’s\nSeries B Convertible Non-Voting Preferred Stock, par value $0.001 per share, in excess of 19.99% of the Company’s issued\nand outstanding common stock. The results of the vote were as follows:\n\n \n\nVotes For \nVotes Against \nVotes Abstained \nBroker Non-Votes\n\n439,372 \n 55,381 \n1,842 \n302,997\n\n \n\n**Proposal 3 – Approval of the Issuance of Shares of Common\nStock**\n\n** **\n\nA proposal to approve, for purposes of complying\nwith Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock (including shares issuable upon conversion or exercise\nof certain notes, warrants and other securities) in excess of 19.99% of our issued and outstanding common stock in connection with certain\ntransactions with Hudson Global Ventures, LLC and Agile Hudson Partners LLC. The results of the vote were as follows:\n\n \n\nVotes For \nVotes Against \nVotes Abstained \nBroker Non-Votes\n\n427,276 \n 67,789 \n1,530 \n302,997\n\n \n\n1\n\n \n\n* *\n\n**Proposal 4 – Approval\nof Adjournment of Special Meeting**\n\n** **\n\nThe proposal to adjourn the Special Meeting, if\nnecessary, in order to solicit additional proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals\nat the time of the Special Meeting was approved. The results of the vote were as follows:\n\n \n\nVotes For \nVotes Against \nVotes Abstained \nBroker Non-Votes\n\n677,977 \n 120,828 \n787 \n0\n\n \n\nBecause Proposals 1 through\n3 were approved, no such adjournment was deemed necessary."}