Current Report Filing (8-k)
January 03 2019 - 1:07PM
Edgar (US Regulatory)
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
January 3, 2019
Date of Report
(Date of earliest event reported)
FLEXPOINT SENSOR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
|
| |
Delaware
(State or other jurisdiction
of incorporation)
|
000-54892
(Commission File Number)
|
87-0620425
(IRS Employer
Identification No.)
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106 West Business Park Drive, Draper, Utah
84020
(
Address of principal executive offices) (Zip code)
|
Registrants telephone number, including area code:
801-568-5111
[ ] 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))
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. [ ]
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SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.07 Submission of Matters to a Vote of Security Holders
Flexpoint Sensor Systems, Inc. (the Company) conducted an annual shareholders meeting on December 28, 2018, seeking approval from the Companys shareholders to:
Amend Flexpoints Certificate of Incorporation to effect an increase of the authorized common stock from One Hundred Million (100,000,000) to Two Hundred Million (200,000,000);
Amend Flexpoints Certificate of Incorporation to effect a Reverse Split of the Companys issued and outstanding common stock by a ratio of 1-for-50; and
Elect two directors to our Board:
John A. Sindt for a three-year term
Clark M. Mower for a two-year term.
As of the Record Date (November 16, 2018) the Company had 92,863,464 shares of common stock outstanding and entitled to vote. Each share of common stock was entitled to one vote on each proposal listed above. At the meeting conducted on December 28, 2018, a majority of the outstanding shares entitled to vote were present at the meeting or represented by proxy, establishing a quorum. For a proposal to be adopted, more than 50% of the shares voting at the meeting needed to approve any proposal.
Standard Registrar & Transfer Company, Inc. acted as the inspector of the election and their representative counted and tabulated the votes. As of the date of this Form 8-K, the vote tabulation has been completed and the following chart presents the results of the voting as of January 3, 2019.
The following table lists the number of votes cast for each proposal and for each director:
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|
|
|
| |
PROPOSAL
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Votes For
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Votes Against
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Votes Withheld
|
Abstentions
|
Broker
Non-votes
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Increase Authorized
|
74,888,540
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13,591,577
|
|
43,044
|
1
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Reverse Split
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69,149,691
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19,201,239
|
|
172,230
|
2
|
John A. Sindt
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28,099,562
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0
|
|
6,793,674
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53,629,926
|
Clark M. Mower
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30,448,467
|
0
|
|
4,444,769
|
53,629,926
|
The Company intends to initiate the procedures to complete a 1-for-50 reverse of the common stock pursuant to the regulations of the Financial Industry Regulatory Authority (FINRA) and file a Certificate of Amendment to the Compan
ys Certificate of Incorporation to increase the authorized common stock and reverse the common stock as required by the State of Delaware.
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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.
FLEXPOINT SENSOR SYSTEMS, INC.
Date: January 3, 2019
/s/ Clark M. Mower
Clark M. Mower
President
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