Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 27, 2018, hopTo Inc. (the “Company” or “our”) filed a certificate of amendment with the Secretary
of State of the State of Delaware amending our amended and restated certificate of incorporation, as amended (“Certificate
of Incorporation”) to effect the declassification of our board of directors (the “Board”). The declassify amendment
(the “Declassify Amendment”) was described in detail in proposal 1 of our definitive proxy statement filed with the
Securities and Exchange Commission. At our annual meeting of stockholders held on August 23, 2018, the stockholders approved the
Declassify Amendment as described below. The certificate of amendment of our Certificate of Incorporation is filed herewith as
Exhibit 3.1.
As
a result, the conforming amendment to our second amended and restated bylaws, as amended (“Bylaws”), which was described
in detail in our Proxy Statement, has been effected. The amendment of our Bylaws is filed herewith as Exhibit 3.2.
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) on August 23, 2018. The following items
of business were considered at the Annual Meeting:
(1)
amendment of the Company’s Certificate of Incorporation to declassify the board of directors;
(2)
the election of four directors;
(3)
amendment of our Certificate of Incorporation to repeal the provisions therein prohibiting stockholder action without a meeting;
(4)
amendment of our Certificate of Incorporation to change the super-majority vote requirement to a majority vote requirement in
the Certificate of Incorporation relating to the amendment of our Bylaws;
(5)
amendment of our Certificate of Incorporation to add a new article requiring that any related party transaction be approved by
either the unanimous affirmative vote of disinterested directors or affirmative vote of a majority of outstanding shares of stock
held by disinterested stockholders;
(6)
grant of 60,000 shares of common stock to each of our outgoing directors Michael Brochu and John Cronin;
(7)
approval, in a non-binding, advisory vote, of the compensation of our named executive officers, commonly known as “say-on-pay”;
(8)
ratification of the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December
31, 2018; and
(9)
the transaction of such other business as may properly have come before the Annual Meeting or any adjournment thereof.
The
number of shares of common stock entitled to vote at the Annual Meeting was 9,804,400 shares. The number of shares of common stock
present or represented by valid proxy at the annual meeting was 6,773,544 shares. The number of votes cast for and against, and
the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting are set forth below:
Proposal
1: Amendment to Declassify the Board of Directors.
The
stockholders approved amendment of our Certificate of Incorporation to declassify the board of directors as follows:
Votes
For
|
|
Votes
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
6,821,379
|
|
12,123
|
|
10,557
|
|
-
|
Proposal
2: Election of Directors.
The
stockholders elected four directors to serve until the annual meeting of stockholders in 2019 as follows:
Director
|
|
Votes
For
|
|
Votes
Withheld
|
|
Broker Non-Votes
|
Jonathon
R. Skeels
|
|
6,689,567
|
|
154,460
|
|
-
|
Richard
S. Chernicoff
|
|
6,689,567
|
|
154,460
|
|
-
|
Thomas
R. Stewart
|
|
6,689,567
|
|
154,460
|
|
-
|
Jean-Louis
Casabonne
|
|
6,225,411
|
|
618,616
|
|
-
|
Proposal
3: Amendment to Permit Stockholder Action by Written Consent.
The
stockholders did not approve amendment of our Certificate of Incorporation to repeal the provision in the Certificate of Incorporation
prohibiting stockholder action by written consent without a meeting as follows:
Votes
For
|
|
Votes
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
5,845,275
|
|
995,903
|
|
2,881
|
|
-
|
Proposal
4: Amendment Changing Super-majority Vote Requirement to Majority Vote Requirement.
The
stockholders did not approve amendment of our Certificate of Incorporation to change the super-majority vote requirement to a
majority vote requirement relating to amendment of our Bylaws as follows:
Votes
For
|
|
Votes
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
6,470,129
|
|
361,384
|
|
12,546
|
|
-
|
Proposal
5: Amendment Regarding Related Party Transactions.
The
stockholders did not approve the related party transaction amendment of our Certificate of Incorporation as follows:
Votes
For
|
|
Votes
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
4,579,494
|
|
2,260,809
|
|
2,090
|
|
-
|
Proposal
6: Grant of Stock.
The
stockholders did not approve the grant of common stock as follows:
Votes
For
|
|
Votes
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
1,875,173
|
|
4,966,897
|
|
323
|
|
-
|
Proposal
7: Advisory Vote on Executive Compensation.
In
a non-binding, advisory vote, the stockholders approved the compensation of our executive officers as follows :
Votes
For
|
|
Votes
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
6,657,363
|
|
175,145
|
|
11,551
|
|
-
|
Proposal
8: Ratification of Auditors.
The
stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2018 as follows:
Votes
For
|
|
Votes
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
6,827,272
|
|
263
|
|
16,524
|
|
-
|