SurgePays Embraces Shareholder Nominations via Rule 14a-11

TL;DR

**SurgePays is opening up board nominations to shareholders, giving them more power!**

AI Summary

SurgePays, Inc. filed an 8-K on February 23, 2024, to disclose its intent to rely on Exchange Act Rule 14a-11 for shareholder nominations. This rule allows shareholders to nominate directors to the company's board, potentially increasing shareholder influence over corporate governance. The filing indicates a focus on shareholder participation in the company's future direction.

Why It Matters

This move could empower SurgePays shareholders by giving them a direct voice in board composition, potentially leading to changes in company strategy and oversight.

Risk Assessment

Risk Level: low — This filing primarily concerns corporate governance and shareholder rights, which generally carries a low direct financial risk.

Key Players & Entities

• SurgePays, Inc. (company) — Registrant
• Exchange Act Rule 14a-11 (other) — Shareholder Nomination Rule
• February 23, 2024 (date) — Date of earliest event reported and filing date
• Nevada (other) — State of incorporation for SurgePays, Inc.
• 001-40992 (other) — Commission File Number

FAQ

Filing Documents

• form8-k.htm (8-K) — 41KB
• 0001493152-24-007697.txt ( ) — 252KB
• surg-20240223.xsd (EX-101.SCH) — 3KB
• surg-20240223_def.xml (EX-101.DEF) — 26KB
• surg-20240223_lab.xml (EX-101.LAB) — 36KB
• surg-20240223_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 5KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2024 SURGEPAYS, INC. (Exact name of Registrant as specified in its charter) Nevada 001-40992 98-0550352 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3124 Brother Blvd , Suite 104 Bartlett TN 38133 (Address of principal executive offices, including zip code) (901) 302-9587 (Registrant's telephone number, including area code) Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: Written communication 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 SURG The Nasdaq Stock Market LLC Common Stock Purchase Warrants SURGW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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 5.08 Shareholder Director Nominations. On February 23, 2024, the Board determined Thursday, April 18, 2024, as the scheduled date of the Company's 2024 Annual Meeting of Stockholders (the " 2024 Annual Meeting "). The time and meeting website information for the 2024 Annual Meeting will be set forth in the Company's proxy statement for the 2024 Annual Meeting, which will be filed with the Securities and Exchange Commission (the " SEC ") prior to the 2024 Annual Meeting. Because the date of the 2024 Annual Meeting is scheduled more than 30 days before the anniversary of the Company's 2023 annual meeting of stockholders, the Company is providing in this Current Report on Form 8-K the due dates for submissions of qualified stockholder proposals and stockholder director nominations. A stockholder proposal for inclusion in the Company's proxy statement for the 2024 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), must be received at the Company's principal executive offices at 3124 Brother Blvd, Suite 104 Bartlett TN 38133, Attention: Corporate Secretary, no later than March 22, 2024. A stockholder proposal or director nomination (including nominations pursuant to Rule 14a-19 under the Exchange Act) outside of Rule 14a-8 under the Exchange Act and pursuant to the Company's Amended and Restated Bylaws (the " Bylaws ") must have been received by the Company by March 22, 2024. Stockholder proposals and stockholder director nominations must comply with all applicable requirements set forth in the rules and regulations of the SEC, the Exchange Act, and the Bylaws. SIGNATURE 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. SURGEPAYS, INC. Date: February 23, 2024 By: /s/ Anthony Evers Anthony Evers Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR