10/08/2025 | Press release | Distributed by Public on 10/08/2025 14:21
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On October 7, 2025, Bakkt Holdings, Inc. (the "Company") called to order the special meeting of the Company's shareholders (the "Special Meeting") in accordance with the Notice of Special Meeting of Stockholders (the "Proxy Statement") dated September 9, 2025 filed with the Securities and Exchange Commission (the "SEC") and sent to shareholders of record as of September 3, 2025. At the Special Meeting, there were present or represented by proxy a sufficient number of shares representing the Company's common stock to constitute a quorum.
Based on the proxies and ballots received prior to the opening of the Special Meeting, there were not sufficient votes to approve the Options Proposal (as defined and described in the Proxy Statement). Accordingly, the Chairman of the meeting opened the Special Meeting by calling for a vote on the proposal (the "Adjournment Proposal") to authorize the adjournment of the Special Meeting if necessary or appropriate in the view of the Company's Board of Directors, including but not limited to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Options Proposal.
The Adjournment Proposal was approved by a vote of 10,529,967 shares of common stock in favor, with 1,239,865 shares voting against, 16,263 shares abstaining and no broker non-votes,thus constituting approval by more than a majority of the shares represented in person or by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal.
The Chairman then adjourned the Special Meeting without opening the polls on the Options Proposal, which was scheduled to be submitted to a vote of the Company's shareholders at the Special Meeting. The Special Meeting was adjourned until October 31, 2025 at 1:00 p.m. Eastern Time in order to allow the Company to solicit additional proxies with respect to the Options Proposal.
The Special Meeting will reconvene on October 31, 2025 at 1:00 p.m. Eastern Time virtually via live webcast at www.virtualshareholdermeeting.com/BKKT2025SM2.
Shareholders will be able to attend and vote at the reconvened Special Meeting using the same process in place for the originally scheduled Special Meeting, the details of which are set forth in the Proxy Statement. The Company does not intend to change the record date of the Special Meeting. Accordingly, only shareholders of record at the close of business on September 3, 2025 will be entitled to vote at the reconvened Special Meeting.
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. Until the Special Meeting is reconvened on October 31, 2025, the Company will continue to solicit proxies from its shareholders with respect to the Options Proposal.
This Current Report may be deemed to be solicitation material in respect of the solicitation of proxies from shareholders 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.