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Date of report (Date of earliest event reported): June 3, 2022


EzFill Holdings, Inc.


(Exact Name of Registrant as Specified in Its Charter)




(State or Other Jurisdiction of Incorporation)


001-40809   83-4260623


File Number)


(IRS Employer

Identification No.)


2999 NE 191st Street, Suite 500, Aventura, Florida 33180


(Address of Principal Executive Offices)




(Registrant’s Telephone Number, Including Area Code)




(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001   EZFL   NASDAQ Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


As noted in Item 5.07 below, on June 3, 2022, the stockholders of EzFill Holdings, Inc. (the “Company”) approved the Company’s EzFill Holdings, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), pursuant to which 2,600,000 shares of the Company’s common stock will be made available for issuance under the 2022 Plan. The 2022 Plan is described in more detail in the Company’s 2022 Proxy Statement, which was filed with the Securities and Exchange Commission on April 25, 2022. A copy of the 2022 Plan is attached hereto as Exhibit 10.1.


On June 3, 2022, the Board of Directors of the Company (the “Board”) approved the issuance of shares of common stock to non-employee members of the Board pursuant to the Company’s EzFill Holdings, Inc. 2020 Equity Incentive Plan and 2022 Plan in connection with their appointments to the Board in the aggregate amount of 776,762 shares (the “Shares”). The Shares will fully vest in 12 months from the grant date or one day before the following year’s annual meeting, whichever is sooner. Should a member leave the Board prior to vesting, that member will be awarded a grant on a pro rata basis based on the time spent as a member of the Board.


Item 5.07 Submission of Matters to a Vote of Security Holders.


The Company held its Annual Meeting of Stockholders on June 3, 2022. Each share of the Company’s common stock was entitled to one vote per share. The matters voted upon and the results are set forth below.


Proposal One: Election of Directors.


Stockholders elected each of the following nominees as director to hold office until the next meeting of the Company’s stockholders and until his or her successor is elected and qualified.


Nominee   Votes For   Votes Withheld   Broker Non-Votes
Michael McConnell   17,237,874   246,605   1,611,182
Richard Dery   17,235,706   248,773   1,611,182
Allen Weiss   17,235,066   249,413   1,611,182
Jack Levine   17,143,639   340,840   1,611,182
Luis Reyes   17,129,564   354,915   1,611,182
Mark Lev   17,129,564   354,915   1,611,182
Cheryl Hanrehan   16,016,602   1,467,877   1,611,182


Proposal Two: Approval of the EzFill Holdings, Inc. 2022 Equity Incentive Plan.


As noted above, stockholders approved the Company’s 2022 Equity Incentive Plan.


For   Against   Abstentions   Broker Non-Votes
17,196,254   253,304   34,921   1,611,182


Proposal Three: Ratification of Appointment of Independent Auditor.


Stockholders approved the ratification of the appointment of M&K CPAs, PLLC as the Company’s independent auditors for the fiscal year ending December 31, 2022.


For   Against   Abstentions   Broker Non-Votes
18,699,799   233,642   162,220   0


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
10.1   EzFill Holdings, Inc. 2022 Equity Incentive Plan

Cover Page Interactive Data File (embedded within the Inline XBRL document)






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 hereunto duly authorized.


Date: June 7, 2022


/s/ Michael McConnell  
Michael McConnell  
Chief Executive Officer