UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 15, 2025, SurgePays, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The total shares of capital stock outstanding and entitled to vote as of the Annual Meeting’s record date, March 18, 2025, were 20,411,549 shares of the Company’s common stock. Approximately 69.86% of the Company’s shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy, thereby constituting a quorum.
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, as to such matters, where applicable, are set forth in the tables below. With respect to the election of Kevin Brian Cox, David N. Keys, David May, Laurie Weisberg and Richard Schurfeld as directors to each serve a term on the Board of Directors of the Company (the “Board”) expiring at the 2026 annual meeting of stockholders and until each of their successors is elected and qualified, each nominee received the number of votes set forth opposite his or her name below.
| Number of Votes | ||||||||||||||||||||
| Total Votes For | Percent of Votes For | Votes Withheld | Percent of Votes Withheld | Broker Non-Votes | ||||||||||||||||
| Election of Kevin Brian Cox | 9,710,708 | 99.04 | % | 94,358 | 0.96 | % | 4,455,463 | |||||||||||||
| Election of David N. Keys | 9,647,889 | 98.40 | % | 157,177 | 1.60 | % | 4,455,463 | |||||||||||||
| Election of David May | 9,648,652 | 98.40 | % | 156,414 | 1.60 | % | 4,455,463 | |||||||||||||
| Election of Laurie Weisberg | 9,691,171 | 98.84 | % | 113,895 | 1.16 | % | 4,455,463 | |||||||||||||
| Election of Richard Schurfeld | 9,649,611 | 98.41 | % | 155,455 | 1.59 | % | 4,455,463 | |||||||||||||
| Total Votes For | Percent of Votes Cast | Votes Against | Abstention/ Withheld | Broker Non-Votes | ||||||||||||||||
| Ratification of the selection of Rodefer Moss & Co., PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 | 13,493,657 | 94.73 | % | 750,208 | 16,664 | - | ||||||||||||||
| Total Votes For | Percent of Votes Cast | Votes Against | Abstention/ Withheld | Broker Non-Votes | ||||||||||||||||
| Non-binding advisory vote on the Company’s executive compensation | 8,710,871 | 94.02 | % | 553,141 | 541,054 | 4,455,463 | ||||||||||||||
On the basis of the above votes: (i) Kevin Brian Cox, David N. Keys, David May, Laurie Weisberg and Richard Schurfeld were elected as members of the Board; (ii) the ratification of the selection of Rodefer Moss & Co., PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was adopted, and (iii) the compensation of our named executive officers was approved on a non-binding, advisory basis.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| SURGEPAYS, INC. | ||
| Date: May 20, 2025 | By: | /s/ Anthony Evers |
| Name: | Anthony Evers | |
| Title: | Chief Financial Officer | |