UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | On December 12, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the holders of 164,622,917 shares of the Company’s common stock were present at the meeting or represented by proxy, which represents 51.83% of the total shares of outstanding common stock entitled to vote as of the record date of October 14, 2022. |
| (b) | The following actions were taken in the Annual Meeting: |
| (1) | The following nine nominees were elected to serve on the Company’s Board of Directors until the Company’s 2023 annual meeting of stockholders or until their respective successors have been elected and qualified, or until their earlier resignation or removal: |
| Name of Director Nominees | Votes For | Votes Withheld | Broker Non-Votes | |
| Andy Heyward | 73104077 | 7465946 | 84052894 | |
| Joseph “Gray” Davis | 74360597 | 6209427 | 84052894 | |
| Lynne Segall | 74537883 | 6032191 | 84052894 | |
| P. Clark Hallren | 74731003 | 5839020 | 84052894 | |
| Anthony Thomopoulos | 74399041 | 6170982 | 84052894 | |
| Margaret Loesch | 74607697 | 5962326 | 84052894 | |
| Dr. Cynthia Turner-Graham | 74411459 | 6158564 | 84052894 | |
| Michael Hirsh | 75002203 | 5567821 | 84052894 | |
| Stefan Piëch | 72459609 | 8110415 | 84052894 |
| (2) | The selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, was ratified, based on the following votes: |
| Votes For | Votes Against | Abstentions |
| 158290529 | 3635719 | 2696670 |
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SIGNATURES
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.
| GENIUS BRANDS INTERNATIONAL, INC. | ||
| Date: December 14, 2022 | By: | /s/ Andy Heyward |
| Name: Andy Heyward | ||
| Title: Chief Executive Officer | ||
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