SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): ~~April~~ 5May 25, 2022

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ENTERPRISE DIVERSIFIED, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-27763	88-0397234
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1806 Summit Avenue, Suite 300
1806 Summit Avenue, Ste. 300
Richmond, VA		23230
(Address of principal executive offices)		(Zip Code)

(434) 336-7737

(Registrant’s telephone number, including area code)

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:

☒ ☐ 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
None	Not applicable	Not applicable

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. ☐

~~Securities~~Item ~~registered~~5.07. Submission ~~pursuant~~of Matters to ~~Section~~a ~~12(b)~~Vote of ~~the~~Security ~~Act:~~Holders.

~~Title~~On ofMay ~~each~~25, ~~class~~2022, ~~Trading~~Enterprise ~~Symbol~~Diversified, Inc. (sthe “Company”) ~~Name~~held ofits ~~each~~2022 ~~exchange~~Annual onMeeting of Shareholders, for which ~~registered~~the ~~None~~board ~~Not~~of ~~applicable~~directors ~~Not~~solicited ~~applicable~~proxies.

~~Item~~As of March 28, 2022, the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, there were 2,647,383 shares of common stock outstanding and entitled to vote. A total of 1,789,272 shares (or approximately 67.~~01. Entry~~59% ~~into~~of the outstanding shares; and constituting a ~~Material~~quorum) ~~Definitive~~were ~~Agreement~~represented at the Annual Meeting in person or by valid proxies.

OnAt ~~April 1, 2022, Enterprise Diversified, Inc. (~~the ~~“Company”)~~Annual ~~executed an amendment (the “Amendment”) to its Tax Benefit Preservation Plan~~Meeting, ~~dated as of July 24, 2020 (~~the ~~“Rights~~shareholders ~~Agreement”)~~voted ~~with~~on ~~Colonial~~three ~~Stock Transfer Company, Inc~~proposals., ~~(the “Rights Agent”).~~ The ~~Amendment~~proposals ~~was~~are ~~entered~~described ~~into~~in ~~pursuant~~detail toin the ~~determination by the Board of Directors (the “Board”) of the~~ Company,’s todefinitive ~~amend~~proxy ~~the~~statement ~~Rights~~dated ~~Agreement to accelerate the expiration of the rights under the Rights Agreement to the close of business on~~ April 527, 2022,. ~~effectively~~The ~~terminating~~final ~~the~~results ~~Rights~~for ~~Agreement~~the atvotes ~~such~~regarding ~~time. The~~each ~~Company’s~~proposal ~~stockholders~~ are ~~not~~set ~~required~~forth ~~to take any action as a result of the expiration of the Rights Agreement.~~below:

~~The~~Proposal ~~foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit 4.1.~~One

~~Item~~The ~~1.02.~~vote ~~Termination~~with ofrespect ato ~~Material~~the ~~Definitive~~nominees ~~Agreement.~~for director is set forth below:

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

	Votes For	Withheld Votes	Broker Non-Votes
Steven L. Kiel	1,287,599	132,328	369,345
Thomas Braziel	1,303,589	116,338	369,345
(Independent)
Jeremy K. Deal	1,329,769	90,158	369,345
(Independent)
Alea A. Kleinhammer	1,333,619	86,308	369,345
Keith D. Smith	1,333,629	86,298	369,345

~~Item~~Each ~~3.03.~~nominee ~~Material~~received ~~Modification~~the required number of votes for re-election to ~~Rights~~the board of ~~Security~~the ~~Holders.~~Company to hold office until the next annual meeting, and until a respective successor is elected and has been qualified, or until such director resigns or is removed from office.

~~The~~Proposal ~~information set forth under each of Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.~~Two

~~--12-~~The vote with respect to the ratification of the appointment of Brown, Edwards & Company, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 is set forth below:

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Votes For	Votes Against	Abstentions	Broker Non-Votes
1,697,188	2	92,082	–

~~On April 5~~Brown, ~~2022,~~Edwards ~~the~~& Company ~~will file with the office of the Secretary of State of the State of Nevada a Certificate of Withdrawal of Certificate of Designation (the “Certificate of Withdrawal”)~~, ~~which,~~LLP ~~when~~was ~~effective,~~approved ~~withdraws~~as the Company’s ~~Certificate~~independent ofregistered ~~Designation~~public accountant for the ~~Series~~year Aending ~~Preferred~~December ~~Stock of the Company (the “Series A Preferred Stock”)~~31, ~~as filed with the Secretary of State of the State of Nevada on July 29, 2020~~2022. The 250,000 shares of preferred stock previously designated as Series Preferred Stock will be withdrawn and returned to the status of authorized but unissued shares of preferred stock, without designation. No shares of the Series A Preferred Stock were issued and outstanding at the time of filing the Certificate of Withdrawal.

~~The~~Proposal foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Withdrawal, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.Three

~~Item~~The ~~9.01.~~advisory ~~Financial~~vote ~~Statements~~with ~~and~~respect ~~Exhibits~~to the approval of the compensation of our named executive officers, is set forth below:

(d) Exhibits.

Votes For	Votes Against	Abstentions	Broker Non-Votes
980,565	63,484	367	–

Exhibit No.		Description
3.1		Certificate of Withdrawal of Certificate of Designation of the Series A Preferred Stock of the Company.
4.1		Amendment to the Tax Preservation Plan, dated as of July 24, 2020, between the Company and Colonial Stock Transfer Company, Inc., as Rights Agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The proposal to approve, on an advisory basis, the executive compensation of our named executive officer was approved by the shareholders.

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.

Date: April 5, 2022		ENTERPRISE DIVERSIFIED, INC.
Date: May 27, 2022		ENTERPRISE DIVERSIFIED, INC.
		By: /s/ Steven L. Kiel
	By:	/s/ Steven L. Kiel
		Steven L. Kiel
		Executive Chairman

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