Item 5.08 Shareholder Director Nominations
On March 10, 2023, the board of directors of 1847 Holdings LLC (the "Company")
established that the Company's inaugural Annual Meeting of Shareholders (the
"Annual Meeting") will be held virtually on Tuesday, May 9, 2023 at 2:00 p.m.
Eastern Time. Additional details regarding the Annual Meeting, including the
record date for determining shareholders entitled to receive notice of, and to
vote at, the Annual Meeting, will be specified in the Company's notice of annual
meeting and related proxy statement for the Annual Meeting. Pursuant to the
Company's Second Amended and Restated Operating Agreement, dated January 19,
2018, as amended (the "Operating Agreement"), and Rule 14a5(f) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Company is confirming
the deadlines for shareholder proposals and nominations for the Annual Meeting
by means of this report.
In order to be included in the Company's proxy statement relating to the Annual
Meeting pursuant to Rule 14a-8, a shareholder proposal must be received at the
Company's principal executive offices no later than March 20, 2023 (which the
Company has determined to be a reasonable period of time before it expects to
begin to print and distribute its proxy materials prior to the Annual Meeting).
Any such proposal must also meet the requirements set forth in the rules and
regulations of the Exchange Act in order to be eligible for inclusion in the
proxy materials for the Annual Meeting.
With respect to shareholder proposals to be presented at the Annual Meeting
which are not intended to be included in the Company's proxy statement relating
to the Annual Meeting, pursuant to the Operating Agreement, a shareholder's
written notice of such proposal, in the form specified in the Operating
Agreement, must be delivered to or mailed and received at the Company's
principal executive offices no later than March 20, 2023 (the tenth day after a
statement setting forth the date of the Annual Meeting was first disclosed to
the public). Pursuant to Rule 14a-4(c)(1) promulgated under the Exchange Act,
the Company's management will have discretionary authority to vote on any matter
of which the Company does not receive notice of by March 20, 2023 with respect
to proxies submitted for the Annual Meeting. The notice must include all of the
information required by the Company's Operating Agreement and applicable
securities laws.
Pursuant to the Operating Agreement, in order to nominate persons for election
to the Board of Directors at the Annual Meeting, a shareholder must deliver
notice of the intention to submit nominations at the Annual Meeting, in the form
specified in the Operating Agreement, to the Secretary of the Company no later
than March 20, 2023 (the tenth day after a statement setting forth the date of
the Annual Meeting was first disclosed to the public). The Company is not
required to include in its proxy statement any director nominated by a
shareholder through this process. Except as otherwise provided by law, the
Chairman of the Annual Meeting shall have the power and duty to determine
whether a nomination or any business proposal was made in accordance with the
procedures set forth in the Operating agreement.
The foregoing description of the advance notice provisions contained in the
Operating Agreement does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Operating Agreement.
Shareholders are urged to read the complete text of such advance notice
provisions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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