UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~December 28, 2022

Stem Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-55751

61-1794883

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

2201 NW Corporate Blvd, Suite 205

Boca Raton, FL 33431

33431

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (561) 237-2931

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

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock par value $0.001		STMH		~~OTCQX~~OTCQB

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))

TABLE OF CONTENTS

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

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

Item 9.01	Financial Statements and Exhibits

SIGNATURES

~~SIGNATURES~~Item 5.07 Submission of Matters to a Vote of Security Holders

~~Item~~Stem 5Holdings, Inc.02 ~~Departure~~(the “Company”) held its 2022 Annual Meeting of ~~Directors~~Shareholders oron ~~Certain~~December ~~Officers;~~28, ~~Election~~2022. There were 226,548,835 outstanding shares eligible to vote as of ~~Directors;~~the ~~Appointment~~record date for the 2022 Annual Meeting and 73,296,569 shares were present either in person or by proxy at the meeting (which represented 32.35% of ~~Certain~~the ~~Officers;~~issued ~~Compensatory~~and ~~Arrangements~~outstanding ~~with~~shares eligible to vote), which constituted a quorum ~~Certain~~present ~~Officers~~in person or proxy at the meeting.

OnAt ~~March 28, 2022, Steven Hubbard submitted his resignation as an officer of~~ the ~~Company with immediate effect. Mr. Hubbard submitted his resignation to pursue other interests. On March 30~~meeting, ~~2022,~~ the ~~Company’s~~following ~~board~~actions ofwere ~~directors accepted Mr. Hubbard’s resignation and expressed its appreciation for the services he provided to the Company.~~taken:

~~Concurrent~~(i) ~~with~~Election Mrof Directors. ~~Hubbard~~The Company’s ~~resignation,~~shareholders elected three directors to the ~~board~~Company’s ~~appointed~~Board ~~Matthew~~of J.Directors ~~Cohen~~for terms asexpiring ~~Chief~~at ~~Executive~~the ~~Officer~~Annual Meeting in the year 2023. The directors elected, ~~Chief~~as ~~Financial~~well ~~Officer~~as ~~and~~the ~~a Director~~number of ~~the~~votes ~~Company,~~cast ~~all~~for ~~with~~and ~~immediate~~votes ~~effect.~~withheld for ~~The~~each ~~following~~individual, isare ~~Mr.~~set ~~Cohen’s~~forth ~~biography~~below:

Matthew J. Cohen (63)

Nominee	Votes For		% Voted For			Withheld		% Withheld

Matthew Cohen		37,272,481		91.10	%		3,642,615		8.90	%
Robert Diener		37,142,798		90.78	%		3,772,298		9.22	%
Roger Rai		37,248,149		91.04	%		3,666,947		8.96	%

~~Matthew~~(ii) ~~Cohen~~Appointment ~~co-founded~~of ~~Stem Holdings, Inc~~Auditor. inThe ~~2016 and has been an independent consultant to the~~ Company’s ~~for~~shareholders ~~the~~approved ~~last five years. On March 30, 2022, Mr. Cohen was appointed Chief Executive Officer, Chief Financial Officer and~~ a ~~director~~proposal of the Company; all titles of which he currently serves. Mr. Cohen has over 38 years of experience serving in corporate leadership roles, investing capital, structuring, and funding public/private partnerships, and providing strategic advisory services to ~~companies~~ratify ~~throughout~~ the ~~U.S.,~~Audit ~~Europe,~~Committee’s ~~Asia and~~appointment ~~Latin America. Specifically, Mr. Cohen has held the titles~~ of ~~Chief~~LJ ~~Executive~~Soldinger ~~Officer,~~LLC Chief Operating Officer, Chief Financial Officer and Chief Recovery Officer, President, Vice President, and Secretary and has extensive experience in business combinations and valuations, mergers and acquisitions, reverse mergers, revenue recognition, equity-based compensation, initial public offerings, secondary offerings, debt offerings and REIT compliance. He is also knowledgeable regarding the requirements of the Sarbanes-Oxley Act of 2002, including internal controls and Section 404 thereof, as ~~well as~~ the ~~significant~~Company’s ~~issues~~independent ~~facing~~registered ~~SEC~~public ~~registrants.~~accounting Infirm ~~addition to being a senior executive of other publicly traded companies, he served on many publicly traded company boards and as Chairman of the Audit Committee~~ for ~~several companies. His experience spans a variety of industries including diagnostic services, aerospace, benefits and services company, consumer retail, biotech and he previously worked in~~ the ~~Investment~~year ~~Banking~~ending ~~Division~~September ~~at Oppenheimer & Co. as an Analyst. Mr. Cohen has a B.B.A. degree in Accounting from New Paltz State University~~30, ~~New York (1980) and in that same year~~2022, ~~was~~with the ~~recipient~~following ~~of the school’s annual scholar athlete award. He is a member of the American Institute of Certified Public Accountants (AICPA).~~votes:

	Amount
Votes for approval:		67,453,636
Votes against:		1,718,968
% Voted for approval		97.51	%
% Voted against approval:		2.48	%
Abstentions:		4,123,965
% Abstentions:		5.62	%

(iii) Reverse Split. The Company’s shareholders approved a proposal to authorize a reverse split of the Company’s outstanding Common Shares, at the discretion of the Board of Directors, within a range of one (1) post-split common share for each ten (10) pre-split common shares outstanding on the record date and one hundred (100) pre-split common shares outstanding on the record date, at any time within one (1) year of the approval of the Proposal by the Company’s shareholders, with the following votes:

	Amount
Votes for approval:		59,467,350
Votes against:		9,958,083
% Voted for approval		85.65	%
% Voted against approval:		14.34	%
Abstentions:		3,871,136
% Abstentions:		5.28	%

(iv) Advisory, Non-Binding Vote Regarding the Compensation of Our Named Executive Officers. The shareholders approved an advisory, non-binding vote regarding the compensation of our named executive officers. This advisory stockholder vote to approve the compensation of our named executive officers is often referred to as the “say-on-pay vote”, which is not be binding on us, the Board of Directors, or the Compensation Committee. The vote on this matter was as follows:

In favor of the Proposal	33,148,584	(89.38	)%

Not in favor of the Proposal	3,935,068	(10.61	)%

Abstain	3,831,444	(9.36	)%

(v) Advisory, Non-Binding Vote Regarding the Frequency of Future Advisory Votes Regarding the Company’s Executive Compensation. The shareholders approved an advisory, non-binding vote regarding the frequency of future advisory votes regarding the Company’s executive compensation. In this regard, the majority of the shareholders approved the Proposal that this advisory, non-binding vote be held every year. The vote on this matter was as follows:

Every Year	37,074,553	(98.08	)%

Every Two Years	18,869	(0.04	)%

Every Three Years	703,098	(1.86	)%

Abstain	3,118,576.	(7.62	)%

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

None.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Stem Holdings, Inc.
By:	/s/ Matthew J. Cohen
Name:	Matthew J. Cohen
Title:	Chief Executive Officer
Dated: April 04, 2022

Stem Holdings, Inc.

By:	/s/ Matthew Cohen
Name:	Matthew Cohen
Title:	President

Dated: January 12, 2023

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