SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2020 Omnibus Incentive Plan
At the 2021 Annual Meeting of Stockholders of Hall of Fame Resort & Entertainment Company (the “Company”) held on June 2, 2021 (the “2021 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s 2020 Omnibus Incentive Plan (the “Plan”) to increase by four million the number of shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company that will be available for issuance under the Plan, resulting in a maximum of 5,812,727 shares that can be issued under the amended Plan. The amendment to the Plan was previously approved by the board of directors of the Company, subject to stockholder approval at the 2021 Annual Meeting. The amended Plan became effective on June 2, 2021.
A more complete description of the amended Plan can be found in the Company’s definitive proxy statement on Schedule 14A for the 2021 Annual Meeting that was filed with the Securities and Exchange Commission on April 14, 2021 (the “Proxy Statement”) in the section entitled “Proposal 2: Approval of Amendment to 2020 Omnibus Incentive Plan,” which is incorporated herein by reference. The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the full text of the amended Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final results of voting on each of the matters submitted to a vote of stockholders during the 2021 Annual Meeting are as follows:
|1.||The individuals listed below were elected at the 2021 Annual Meeting to serve as Class A directors for three-year terms expiring upon the 2024 Annual Meeting of Stockholders and the election and qualification of their respective successors.|
|Edward J. Roth III||42,294,126||309,021||1,920,433||17,747,994|
|2.||A proposal to amend the Company’s 2020 Omnibus Incentive Plan (the “Plan”) to increase by four million the number of shares of Common Stock that will be available for issuance under the Plan was approved.|
|3.||A proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was approved.|
Item 9.01 Financial Statements and Exhibits.
|10.1||Hall of Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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 hereunto duly authorized.
|HALL OF FAME RESORT & ENTERTAINMENT COMPANY|
|By:||/s/ Michael Crawford|
|Title:||President and Chief Executive Officer|
Dated: June 4, 2021