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

On September 29, 2022, Dolphin Entertainment, Inc., a Florida corporation (the "Company"), filed Articles of Amendment (the "Articles of Amendment") to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Florida effecting an amendment to modify the terms of the Company's Series C Convertible Preferred Stock (the "Series C") to increase the number of votes per share of common stock the Series C is convertible into from three votes per share to five votes per share. The Articles of Amendment were approved by the Company's shareholders at the annual meeting of shareholders (the "Annual Meeting"), as discussed below in Item 5.07.

The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of matters to a vote of security holders.

On September 27, 2022, the Company held its Annual Meeting. A total of 21,206,492 votes of the Company's voting capital stock were present or represented by proxy at the Annual Meeting, representing approximately eighty-nine percent (89%) of the votes entitled to be cast by the Company's shareholders as of August 10, 2022, the record date for the Annual Meeting.

At the Annual Meeting, six (6) proposals were submitted for a vote of the Company's shareholders and the related results are as follows:

Proposal No. 1: The election of William O'Dowd, IV, Mirta Negrini, Michael Espensen, Nelson Famadas, Anthony Leo, Nicholas Stanham and Claudia Grillo for terms until the next succeeding annual meeting of shareholders or until such directors' successor shall have been duly elected and qualified. The shareholders elected the seven (7) directors by the following votes:





       Name           For     Withheld Broker Non-Votes

William O'Dowd, IV 18,906,512 202,614 2,097,366 Mirta Negrini 18,882,090 227,036 2,097,366 Michael Espensen 18,844,897 264,229 2,097,366 Nelson Famadas 18,874,741 234,385 2,097,366 Anthony Leo 19,004,267 104,859 2,097,366 Nicholas Stanham 18,875,201 233,925 2,097,366 Claudia Grillo 18,993,913 115,213 2,097,366

Proposal No. 2: The shareholders ratified Grant Thornton LLP as the Company's independent registered accounting firm by the following votes:





Votes For     21,191, 082
Votes Against      14,548
Abstentions           862

Proposal No. 3: The shareholders voted to approve the issuance of securities in connection with a purchase agreement, and a registration rights agreement, with Lincoln Park Capital Fund, LLC, pursuant to which Lincoln Park has committed to purchase up to $25.0 million worth of the Company's common stock. The shareholders approved the issuance by the following votes:





Votes For     18,910,641
Votes Against    197,131
Abstentions        1,354

Proposal No. 4: The shareholders voted to approve the adoption of the Articles of Amendment that would modify the terms of the Series C to increase the number of votes per share of common stock the Series C is convertible into from three votes per share to five votes per share and such amendment was approved by the following votes:





Votes For        18,504,301
Votes Against       545,162
Abstentions          59,663
Broker Non-Votes  2,097,366

Proposal No. 5: The shareholders voted to approve, on a non-binding advisory basis, the 2021 compensation to the Company's named executive officers by the following votes:





Votes For     18,829,437
Votes Against    200,483
Abstentions       79,206

Proposal No. 6: The shareholders voted to approve, on a non-binding advisory basis, the frequency with which the Board shall hold advisory votes on executive compensation by the following votes:





Votes For 1 Year     742,179
Votes For 2 Years    560,491
Votes For 3 Years 17,742,244
Abstentions           64,212


Item 9.01  Financial Statements and Exhibits.



(d) Exhibits


Exhibit
  No.      Description
3.1          Articles of Amendment to Amended and Restated Articles of
           Incorporation of Dolphin Entertainment, Inc

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

© Edgar Online, source Glimpses