Sphere 3D Corp.: Form 6-K - Filed by newsfilecorp.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2021

Commission File Number: 001-36532

Sphere 3D Corp.

895 Don Mills Road, Bldg. 2, Suite 900

Toronto, Ontario, M3C 1W3, Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

The information contained in this Form 6-K is incorporated by reference into, or as additional exhibits to, as applicable, the registrant's outstanding registration statements.


SUBMITTED HEREWITH

Exhibits  
   
99.1 Report of Voting Results at the Annual and Special Meeting of Shareholders dated December 22, 2021.


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, thereunto duly authorized.

 

 

 

              SPHERE 3D CORP.

 

 

 

Date: December 22, 2021

/s/ Peter Tassiopoulos

 

Name: Peter Tassiopoulos

Title:  Chief Executive Officer



Sphere 3D Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

EXHIBIT 99.1

December 22, 2021

To: British Columbia Securities Commission

 Alberta Securities Commission

 Ontario Securities Commission

RE:  SPHERE 3D CORP. - ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS HELD ON DECEMBER 22, 2021 VOTING RESULTS

This report on the voting results of our Annual and Special Meeting of Shareholders held on December 22, 2021 is made in accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations. Each of the matters set out below is described in greater detail in the Notice of Meeting and Management Information Circular dated as of December 1, 2021.

1.  Election of Directors

On a vote taken regarding the election of directors, it was declared that the shareholders elected the following nominees as directors of Sphere 3D Corp. for the ensuing year or until their successors are duly elected or appointed. Voting results are as follows:

Nominees

Votes For

% For

Votes Withheld

% Withheld

Vivekanand Mahadevan

13,255,827

92.348%

1,098,329

7.652%

Duncan J. McEwan

13,300,390

92.659%

1,053,767

7.341%

Peter Tassiopoulos

13,165,887

91.722%

1,188,270

8.278%

Patricia Trompeter

13,084,944

91.158%

1,269,213

8.842%

2.  Appointment of Auditors

On a vote taken regarding the appointment of auditors, it was declared that the shareholders approved the appointment of Smythe LLC as auditors of Sphere 3D Corp. for the ensuing year and that the directors were authorized to fix their remuneration. Voting results are as follows:

Votes For

% For

Votes Withheld

% Withheld

27,418,634

98.398%

446,316

1.602%



3.  Approval of the Private Placement Proposal

On a vote taken regarding the approval of the Private Placement Proposal, it was declared that the shareholders approved the Private Placement Proposal. Voting results are as follows:

Votes For

% For

Votes Against

% Against

13,910,602

96.910%

443,555

3.090%

4.  Approval of the By-law Amendment Proposal

On a vote taken regarding the approval of the By-law Amendment Proposal, it was declared that the shareholders approved the By-law Amendment Proposal. Voting results are as follows:

Votes For

% For

Votes Against

% Against

14,177,287

98.768%

176,870

1.232%

5.  Approval of the Board Size Proposal

On a vote taken regarding the approval of the Board Size Proposal, it was declared that the shareholders approved the Board Size Proposal. Voting results are as follows:

Votes For

% For

Votes Against

% Against

13,225,234

92.135%

1,128,923

7.865%

No other matters were voted upon.

  Yours very truly,
   
  SPHERE 3D CORP.
   
  /s/ Caroline Wang
  Caroline Wang
  Secretary of the Meeting