ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On March 5, 2020, the Company held a Special Meeting of stockholders. A total of 251,306,590 shares of the Company’s Common Stock, par value $0.001 per share, and 977,421 shares of the Company’s Preferred Stock, par value $0.001 per share, were outstanding as of February 12, 2020, the record date for the Special Meeting. For each share of Common Stock held as of the record date, the holder was entitled to one vote on each proposal to be voted on. Holders of all classes of Preferred Stock had no voting privileges.
Set forth below are the matters acted upon at the Special Meeting and the final voting results on each matter as reported by the Company’s inspector of elections. Holders of shares of Common Stock voted as a single class.
PROPOSAL 1: To Approve an Amendment to The Company’s Articles of Incorporation to Effect A Reverse Stock Split
The Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to effect a Reverse Stock Split of the Company’s outstanding Common Stock by combining outstanding shares of Common Stock, and any underlying shares from convertible securities, options and warrants, into a lesser number of outstanding shares of the Company’s Common Stock, at a ratio of not less than 1-for-5 and not more than 1-for-10, with the exact ratio to be set within this range by the Company’s Board of Directors at its sole discretion (the “Reverse Stock Split”) and set forth in a public announcement if the Board of Directors determines to implement the Reverse Stock Split. The results of the vote were as follows:
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
Holders of Shares of Common Stock
|
151,100,659
|
272,762
|
59,686,729
|
40,246,440
|
Percentage of Total Shares of Common Stock Entitled to Vote
|
60%
|
0.11%
|
24%
|
16%
|
PROPOSAL 2: To Approve the Appointment of The Company’s Auditors Freedman & Goldberg For The 2020 Fiscal Year
The Company’s stockholders approved the ratification of the appointment by the Board of Directors of Freedman & Goldberg, Certified Public Accountants, P.C. as the Company’s independent auditors for the fiscal year ending December 31, 2020. The results of the vote were as follows:
|
For
|
Against
|
Abstentions
|
Broker
Non-Votes
|
Holders of Shares of Common Stock
|
151,373,421
|
Nil
|
59,686,729
|
40,246,440
|
Percentage of Total Shares of Common Stock Entitled to Vote
|
60%
|
0%
|
24%
|
16%
|
PROPOSAL 3: To Elect Five Directors to Our Board of Directors for The Ensuing Year
The Company’s stockholders, by virtue of majority vote, elected the following individuals to serve as members the Company’s Board of Directors for a term of one year, and until a successor has been elected and qualified, or until his/her earlier death, resignation, or removal:
Name
|
Age
|
Director Since
|
Paul R. Arena
|
61
|
July 7, 2017
|
Calli R. Bucci
|
54
|
December 29, 2016
|
John L. Ogden
|
66
|
December 29, 2016
|
E. William Withrow Jr.
|
80
|
November 1, 2012
|
Nathaniel T. Bradley
|
43
|
June 4, 2018
|
The results of the vote were as follows:
|
For
|
Against
|
Abstentions
|
Broker
Non-Votes
|
Holders of Shares of Common Stock
|
146,794,674
|
Nil
|
64,265,476
|
40,246,440
|
Percentage of Total Shares of Common Stock Entitled to Vote
|
58%
|
0%
|
26%
|
16%
|