ECPN El Capitan Precious Metals Inc (CE)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

 

FORM 8-K/A

(Amendment No. 1)

_________________________

 

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 25, 2014

 

_________________________

 

 

 

(Exact Name of Registrant as Specified in Charter)

 

Nevada		333-56262		88-0482413
(State or Other Jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification No.)

 

 

	8390 Via de Ventura, Suite F-110, #215 Scottsdale, AZ		85258
	(Address of Principal Executive Offices)		(Zip Code)

 

 

(928) 515-1942

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

_________________________

 

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:

 

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)).

 

 

Explanatory Note

 

On October 1, 2014, the registrant filed a Current Report on Form 8-K reporting the results of its annual meeting of stockholders held September 25, 2014 (the “Initial Report”). The voting results set forth in the Initial Report inadvertently omitted votes cast at the meeting in respect of the registration’s Series B Convertible Preferred Stock. This amendment is being filed solely to amend the tabulation of voting results to include such votes. Inclusion of such votes in the tabulation did not impact the approval of meeting proposals previously disclosed in the Initial Report, and no other changes were made to the Initial Report.

 

Item 5.03

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

At the Company’s annual meeting of stockholders held September 25, 2014, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 300,000,000 to 400,000,000 shares. The change in the authorized number of shares of common stock was effected pursuant to an Certificate of Amendment (the “Certificate of Amendment”) filed with the Secretary of State of the State of Nevada on October 1, 2014 and was effective as of such date. The foregoing description of the Amendment is qualified in its entirety by the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

The registrant held its annual meeting of stockholders on September 25, 2014. At the meeting, the registrant’s shareholders took the following actions:

 

(i)

The stockholders elected four directors to serve as members of the registrant’s Board of Directors until the next annual meeting of stockholders. The stockholder present in person or by proxy cast the following numbers of votes in connection with the election of directors, resulting in the election of all director nominees:

 

Nominee		Votes For		Votes Withheld
Charles C. Mottley		51,334,222		19,366,374
John F. Stapleton		63,141,208		7,559,388
Tony Burger		63,660,567		7,040,029
Bradley C. Holt		62,308,785		8,391,811

 

(ii)

The stockholders ratified the appointment of MaloneBailey, LLP as the independent registered public accounting firm of the registrant for fiscal 2014. There were 184,162,502 votes cast for the proposal;8,122,436 votes were cast against the proposal; 12,375,806 votes abstained; and there were 1,169,764 broker non-votes; and

 

(iii)

The stockholders approved an amendment to the registrant’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 300,000,000 to 400,000,000 shares. There were 436,370,705 votes cast for the proposal (of which 288,330,422 were cast by the holders of the Company’s Series B Convertible Preferred Stock); 56,115,955 votes were cast against the proposal; 2,804,641 votes abstained; and there were 1,130,371 broker non-votes. Holders of outstanding shares of Series B Convertible Preferred Stock were entitled to vote such shares at the meeting only with respect to this proposal, and did not have the right to vote such shares on the other proposals brought before the meeting.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Amendment (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 1, 2014)

 

 

 

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.

 

	EL CAPITAN PRECIOUS METALS, INC.
	By:	/s/ John F. Stapleton
Date:   October 22, 2014		Name: John F. Stapleton
		Title: Chief Financial Officer

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
3.1		Certificate of Amendment (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 1, 2014)