UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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Item 5.08 Shareholder Director Nominations.
The Board of Directors (the "Board") of Sphere 3D Corp. (the "Company") has established May 15, 2024, as the date of the Company's 2024 annual meeting of shareholders (the "Annual Meeting"). Because the date of the Annual Meeting differs by more than 30 days from the anniversary date of the previous annual meeting of shareholders, previously announced deadlines for any shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, are no longer applicable.
To be considered for inclusion in this year's proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, shareholders who intend to present proposals for action at the Annual Meeting must ensure that such proposals are received by the Company's Secretary at 895 Don Mills Road, Bldg. 2, Suite 900 Toronto, Ontario M3C 1W3 on or before the close of business on March 20, 2024. In addition to complying with this deadline, shareholder proposals must comply with all applicable U.S. Securities and Exchange Commission ("SEC") rules, including Rule 14a-8, and the requirements set forth in the Company's Amended By-Laws (the "By-Laws"), and applicable law.
In accordance with the Company's By-Laws, a shareholder entitled to vote can submit a notice to the Company of a nominee for director at the Annual Meeting. The notice by such shareholder must be received not later than the close of business on the 30th day before the date of the annual meeting of shareholders; provided, however, that if the first public announcement made by the Company of the date of the annual meeting of shareholders is less than 50 days prior to the meeting date, not later than the close of business on the 10th day following the day on which the first public announcement of the date of such annual meeting of shareholders is made by the Company. Accordingly, notice of shareholder nominations for director for the Annual Meeting must be received on or before April 15, 2024.
In addition to complying with the deadline, shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees for the Annual Meeting must comply with all applicable SEC rules, including Rule 14a-19 under the Exchange Act, the requirements set forth in the By-Laws, and applicable law.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 1, 2024
| SPHERE 3D CORP. | ||
| By: | /s/ Patricia Trompeter | |
| Patricia Trompeter Chief Executive Officer |
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