UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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1 We are a remote-first company. Accordingly, we do not maintain a headquarters. We are including this address solely for the purpose of satisfying the Securities and Exchange Commission’s requirements. Stockholder communications may also be sent to the email address: [email protected].
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2025, the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of BTCS Inc. (the “Company”) was held. The following proposals were submitted to a vote by the Company’s stockholders at the Annual Meeting:
| Proposal | For | Against | Withheld | Abstain | Broker Non-Votes | |||||
| (1) To elect the following directors: | ||||||||||
| Charles Allen | 7,898,638 | 0 | 115,566 | 5,891,514 | ||||||
| Michal Handerhan | 7,869,541 | 0 | 144,661 | 5,891,516 | ||||||
| Charles Lee | 7,899,698 | 0 | 114,505 | 5,891,515 | ||||||
| Melanie Pump | 7,886,870 | 0 | 127,332 | 5,891,516 | ||||||
| Ashley DeSimone | 7,698,391 | 0 | 315,811 | 5,891,516 | ||||||
| (2) To ratify the appointment of the Company’s independent registered public accounting firm for fiscal year 2025. | 13,646,086 | 193,899 | 65,732 | 0 | ||||||
| (3) To approve, on an advisory basis, the compensation of the Company’s named executive officers. | 7,787,844 | 146,466 | 74,892 | 5,896,516 | ||||||
| (4) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | 7,750,818 | 216,765 | 46,619 | 5,891,516 |
All of the proposals were described in more detail in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 28, 2025.
As of the record date, there were 20,181,878 shares of common stock outstanding and a total of 13,905,718 shares of common stock were voted or represented by proxy which represented 68.902% of the voting power entitled to vote at the Annual Meeting. Proposal 1 required a plurality vote and Proposals 2 and 3 required the affirmative vote of the majority of the votes cast by common shareholders.
Each of the five nominees for director was elected to serve until the 2026 Annual Meeting of Shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. The shareholders also approved the ratification of the Company’s independent registered public accounting firm for fiscal year 2025 (Proposal 2) and the advisory vote on executive compensation (Proposal 3). There was no other business brought before the meeting under Proposal 4.
SIGNATURE
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.
| BTCS INC. | ||
| Date: May 22, 2025 | By: | /s/ Charles W. Allen |
| Name: | Charles W. Allen | |
| Title: | Chief Executive Officer | |