Current Report Filing (8-k)
September 29 2014 - 4:52PM
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
Date of report (date of earliest event
reported): September 29, 2014
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified
in its charter)
Delaware |
001-34643 |
98-0204758 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
521 Railroad Avenue, Suisun City, California
94585
Registrant’s telephone number,
including area code: (707) 421-1300
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On September 29, 2014, WPCS International
Incorporated (the “Company”) held its annual meeting of stockholders, at which the Company’s stockholders
approved four proposals and one proposal was rejected as it did not obtain the affirmative votes of the holders of a majority of
shares issued and outstanding. The proposals are described in detail in its proxy statement filed pursuant to Section 14(a) of
the Securities Exchange Act of 1934, as amended, on August 26, 2014.
Proposal 1
The Company’s stockholders elected
seven individuals to the Board of Directors as set forth below:
Name | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
Sebastian Giordano | |
| 5,696,633 | | |
| 130,510 | | |
| 4,662,654 | |
Charles Benton | |
| 5,725,161 | | |
| 102,012 | | |
| 4,662,654 | |
Kevin Coyle | |
| 5,708,963 | | |
| 118,210 | | |
| 4,662,654 | |
Norm Dumbroff | |
| 5,723,030 | | |
| 104,143 | | |
| 4,662,654 | |
Neil Hebenton | |
| 5,717,371 | | |
| 109,802 | | |
| 4,662,654 | |
Edward Gildea | |
| 5,725,310 | | |
| 101,863 | | |
| 4,662,654 | |
Divya Thakur | |
| 5,702,566 | | |
| 124,607 | | |
| 4,662,654 | |
Proposal 2
The Company’s stockholders ratified
the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending April
30, 2015, as set forth below:
Votes For | | |
Votes Against | | |
Abstentions | |
| 10,197,922 | | |
| 150,570 | | |
| 141,335 | |
Proposal 3
The Company’s stockholders rejected
an amendment to the Certificate of Incorporation of the Company to increase the Company’s authorized shares of common stock
from 14,285,714 to 75,000,000, as set forth below:
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 4,654,761 | | |
| 1,007,496 | | |
| 164,916 | | |
| 4,662,654 | |
Proposal 4
The Company’s shareholders approved
on an advisory basis, the compensation of the Company’s named executive officers, as set forth below:
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 5,206,815 | | |
| 406,819 | | |
| 213,539 | | |
| 4,662,654 | |
Proposal 5
The Company’s shareholders approved
on an advisory basis, a three-year frequency with which the Company should conduct future shareholder advisory votes on named executive
officer compensation, as set forth below:
One Year | | |
Two Years | | |
Three Years | | |
Abstentions | | |
Broker Non-Votes | |
| 609,118 | | |
| 202,401 | | |
| 4,877,786 | | |
| 137,867 | | |
| 4,662,654 | |
SIGNATURE
Pursuant to the requirement
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
WPCS INTERNATIONAL INCORPORATED |
|
|
Date: September 29, 2014 |
By: /s/ SEBSTIAN GIORDANO |
|
Sebastian Giordano |
|
Interim Chief Executive Officer |
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