10/20/2025 | Press release | Distributed by Public on 10/20/2025 16:42
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On October 20, 2025, Universal Safety Products, Inc., a Maryland corporation (the "Company") held a special meeting of stockholders (the "Special Meeting"). As of September 17, 2025, the record date for the Special Meeting, the Company had outstanding and entitled to vote 2,312,887 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), which constitutes all of the outstanding voting capital stock of the Company.
At the Special Meeting, the stockholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 17, 2025. At the Special Meeting, stockholders approved proposals 5 6, 7 and 8, each of which were presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company's stockholders.
Proposal Five: The approval of the Company's 2025 Equity Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 931,883 | 58,273 | 2,839 | 504,550 | |||||||||||
Proposal Six: The approval of equity issuances to the Company's directors and executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 861,029 | 107,310 | 24,656 | 504,550 | |||||||||||
Proposal Seven: The approval, for purposes of complying with Rule 713(a) of the NYSE American, the issuance by the Company of additional shares of Common Stock underlying the Company's convertible note issued pursuant to the securities purchase agreement dated August 13, 2025.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 953,153 | 32,616 | 7,226 | 504,550 | |||||||||||
Proposal Eight: The approval of the adjournment of the Special Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve other proposals before the Special Meeting.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,294,006 | 194,077 | 9,462 | 0 | |||||||||||
Based on the proxies and ballots received prior to the opening of the Special Meeting, there were not sufficient votes to approve the Authorized Share Increase Proposal, the Blank Check Preferred Proposal, the Class B Common Proposal or the Voting Rights Proposal (as each is defined and described in the Proxy Statement). Accordingly, the Chairman of the Special Meeting only called for a vote on the above listed proposals, with the last proposal considered a vote on proposal 8, to authorize the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Authorized Share Increase Proposal, the Blank Check Preferred Proposal, the Class B Common Proposal and the Voting Rights Proposal.
The Chairman then adjourned the Special Meeting without opening the polls on the Authorized Share Increase Proposal, the Blank Check Preferred Proposal, the Class B Common Proposal or the Voting Rights Proposal, which were scheduled to be submitted to a vote of the Company's stockholders at the Special Meeting, to allow additional time for voting (the "Adjourned Special Meeting").
The Adjourned Special Meeting will reconvene at 12:00 p.m. Eastern Time on Friday, November 14, 2025. The Company's stockholders of record as of the close of business on the original record date for the Special Meeting, September 17, 2025, can attend the reconvened Adjourned Special Meeting by visiting meetnow.global/MKMHAK9. Stockholders who have previously submitted their proxy or otherwise voted and who do not wish to change their vote do not need to take any action. During the period of adjournment, the Company will continue to accept stockholder votes on the Authorized Share Increase Proposal, the Blank Check Preferred Proposal, the Class B Common Proposal and the Voting Rights Proposal.
This Current Report may be deemed to be solicitation material in respect of the solicitation of proxies from stockholders for the Special Meeting. Before making any voting decision, the Company strongly encourages all of its shareholders to read the Proxy Statement (including any amendments or supplements thereto) and other proxy materials relating to the Special Meeting, including this Current Report, which are available free of charge on the SEC's website at www.sec.gov.