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):
May
28, 2015
INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD.
(Exact
name of registrant as specified in charter)
| Nevada |
|
000-26309 |
|
98-0200471 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
| 4235
Commerce Street, Little River, South Carolina |
|
29566 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (843) 390-2500
| |
|
|
| |
(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 (see General Instruction A.2. below):
| [ ] |
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)) |
Section
3 – Securities and Trading Markets
Item
3.03. Material Modification to Rights of Security Holders.
As
described in Item 5.07 below, on May 28, 2015, the stockholders of Integrated Environmental Technologies, Ltd. (the “Company”)
approved the amended and restated articles of incorporation of the Company that provide for an increase in the number of the Company’s
authorized shares of common stock, par value $.001 per share, from 400,000,000 to 600,000,000 shares. A copy of the Company’s
amended and restated articles of incorporation is attached hereto as Exhibit 3.1.
Section
5 – Corporate Governance and Management
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
Company held its annual meeting of stockholders on May 28, 2015. At the annual meeting, a total of 245,306,302 shares, or 80.69%,
of the Company’s common stock issued and outstanding as of the record date were represented in person or by proxy.
The
final results for each of the matters submitted to a vote of stockholders at the annual meeting are set forth below. A more detailed
description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange
Commission on April 22, 2015.
Proposal
Mo. 1 – Election of Directors. The stockholders elected all of the nominees for director, to serve on the
Company’s board of directors until the next annual meeting of stockholders or until their respective successors are
duly elected and qualified, by the votes set forth in the table below.
| Name of Nominee | |
For | | |
Withheld | | |
Broker Non-Votes | |
| David R. LaVance | |
| 171,821,175 | | |
| 28,600,717 | | |
| 44,884,410 | |
| Paul S. Clayson | |
| 171,821,175 | | |
| 28,600,717 | | |
| 44,884,410 | |
| Michael D. Donnell | |
| 171,820,725 | | |
| 28,601,167 | | |
| 44,884,410 | |
| Anthony Giordano, III | |
| 171,811,155 | | |
| 28,610,737 | | |
| 44,884,410 | |
| Raymond C. Kubacki | |
| 115,721,427 | | |
| 84,700,465 | | |
| 44,884,410 | |
| David N. Harry | |
| 171,820,175 | | |
| 28,601,717 | | |
| 44,884,410 | |
Proposal
No. 2 – Adoption of Amended and Restated Articles of Incorporation. The stockholders approved the proposal to adopt
the amended and restated articles of incorporation of the Company that provide for an increase in the number of authorized shares
of common stock from 400,000,000 to 600,000,000 shares, by the votes set forth in the table below.
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | | |
| | | |
| | | |
| | |
| 202,433,434 | | |
| 42,523,030 | | |
| 349,838 | | |
| — | |
Proposal
No. 3 – Approval of the Non-Binding Advisory Resolution Approving Executive Compensation. The stockholders cast a non-binding
advisory vote to approve executive compensation as set forth in the table below.
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | | |
| | | |
| | | |
| | |
| 146,604,698 | | |
| 52,931,668 | | |
| 885,526 | | |
| 44,884,410 | |
Proposal
No. 4 – Approval of the Non-Binding Advisory Resolution to Determine the Frequency of the Vote to Approve a Non-Binding
Advisory Resolution Approving Executive Compensation. The stockholders cast a non-binding advisory vote that the frequency
of the non-binding advisory vote to approve a non-binding advisory resolution approving executive compensation shall occur every
year, by the votes set forth in the table below.
| Frequency | | |
For | | |
Broker Non-Votes | |
| | | |
| | |
| |
| 1 Year | | |
| 176,003,199 | | |
| 44,884,410 | |
| 2 Years | | |
| 4,982,056 | | |
| 44,884,410 | |
| 3 Years | | |
| 9,143,744 | | |
| 44,884,410 | |
Based
on the stockholder approval of the one year frequency of the non-binding advisory vote to approve a non-binding advisory resolution
approving executive compensation, that had been recommended by the Company’s board of directors, the Company will include
a non-binding advisory resolution approving executive compensation in its proxy materials on an annual basis until the next required
vote on the frequency of the non-binding advisory vote to approve a non-binding advisory resolution approving executive compensation.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits:
| |
Exhibit
No. |
|
Description |
| |
3.1 |
|
Amended
and Restated Articles of Incorporation of Integrated Environmental Technologies, Ltd. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
| |
INTEGRATED
ENVIRONMENTAL
TECHNOLOGIES. LTD. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/ David R.
LaVance |
| |
|
David
R. LaVance |
| |
|
President
and Chief Executive Officer |
Date: May
29, 2015
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amended
and Restated Articles of Incorporation of Integrated Environmental Technologies, Ltd. |
EXHIBIT
3.1
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD.
Integrated
Environmental Technologies, Ltd. (the “Corporation”), a corporation incorporated under the laws of the state of Nevada
on January 11, 2008, hereby amends and restates its Articles of Incorporation, to embody in one document its original articles
and the subsequent amendments thereto, pursuant to Sections 78.390 and 78.403 of the Nevada Revised Statutes.
These
Amended and Restated Articles of Incorporation were approved and adopted by the board of directors of the Corporation at a meeting
held on April 3, 2015. Upon the recommendation of the board of directors, the stockholders of the Corporation holding a majority
of the voting power approved and adopted these Amended and Restated Articles of Incorporation at the Corporation’s annual
meeting of stockholders held on May 28, 2015. At the annual meeting, 202,433,434 shares of common stock, representing 66.59% of
the Corporation’s outstanding common stock on the record date for the annual meeting, were voted for these Amended and Restated
Articles of Incorporation. As a result, these Amended and Restated Articles of Incorporation were authorized and adopted in accordance
with the Nevada Revised Statutes.
These
Amended and Restated Articles of Incorporation correctly set forth the text of the Corporation’s Articles of Incorporation
as amended up to and by these Amended and Restated Articles of Incorporation.
ARTICLE
I
NAME OF CORPORATION
The
name of the Corporation is Integrated Environmental Technologies, Ltd.
ARTICLE
II
REGISTERED OFFICE AND RESIDENT AGENT
The
address of the Corporation’s registered office in the state of Nevada is 1645 Village Center Circle, Suite 170, Las Vegas,
Nevada 89134, and the Corporation’s resident agent at such address is Vcorp Services, LLC.
ARTICLE
III
DURATION
The
Corporation shall have perpetual existence.
ARTICLE
IV
PURPOSE
The
purpose of the Corporation is to engage in any activity within the purposes for which corporations may be incorporated and organized
under Chapter 78 of the Nevada Revised Statutes, and to do all other things incidental thereto which are not forbidden by law
or by these Articles of Incorporation.
ARTICLE
V
POWERS
The
Corporation has been formed pursuant to Chapter 78 of the Nevada Revised Statutes. The powers of the Corporation shall be those
powers granted under the Nevada Revised Statues, including Sections 78.060 and 78.070 thereof. In addition, the Corporation shall
have the following specific powers:
(a) to
elect or appoint officers and agents of the Corporation and to fix their compensation; (b) to act as an agent for any individual,
association, partnership, corporation or other legal entity; (c) to receive, acquire, hold, exercise rights arising out of the
ownership or possession of, sell, or otherwise dispose of, shares or other interests in, or obligations of, individuals, associations,
partnerships, corporations, governments or other legal entities; (d) to receive, acquire, hold, pledge, transfer, or otherwise
dispose of shares of the Corporation in accordance with Chapter 78 of the Nevada Revised Statutes; and (e) to make gifts or contributions
for the public welfare or for charitable, scientific or educational purposes.
ARTICLE
VI
CAPITAL STOCK
Section
1. Authorized Shares. The total number of shares which the Corporation is authorized to issue is 600,000,000 shares
of common stock, par value $0.001 per share.
Section
2. Voting Rights of Stockholders. Each holder of the common stock shall be entitled to one vote for each share of common
stock standing in his, her or its name on the books of the Corporation.
Section
3. Consideration for Shares. Shares of common stock shall be issued for such consideration as shall be fixed from time
to time by the board of directors of the Corporation. In the absence of fraud, the judgment of the board of directors as to the
value of any property or services received in full or partial payment for shares of common stock shall be conclusive. When shares
of common stock are issued upon payment of the consideration fixed by the board of directors, such shares shall be taken to be
fully paid and non-assessable stock.
Section
4. Stock Rights and Options. The Corporation shall have the power to create and issue rights, warrants or options entitling
the holders thereof to purchase from the Corporation any shares of its capital stock of any class or classes, upon such terms
and conditions and at such time and prices as the board of directors or a committee thereof may approve, which terms and conditions
shall be incorporated in an instrument or instruments evidencing such rights, warrants or options. In the absence of fraud, the
judgment of the board of directors or a committee thereof as to the adequacy of consideration for the issuance of such rights,
warrants or options and the sufficiency thereof shall be conclusive.
ARTICLE
VII
PLACE OF MEETINGS; CORPORATE BOOKS
Subject
to the laws of the state of Nevada, the stockholders and the directors shall have power to hold their meetings and to maintain
the books of the Corporation outside the state of Nevada, at such place or places as may from time to time be designated in the
Corporation’s Bylaws or by appropriate resolution.
ARTICLE
VIII
AMENDMENT OF ARTICLES
The
provisions of these Articles of Incorporation may be amended, altered or repealed from time to time to the extent and in the manner
prescribed by the laws of the state of Nevada, and additional provisions authorized by such laws as are then in force may be added.
All rights herein conferred on the directors, officers and stockholders are granted subject to this reservation.
ARTICLE
IX
LIMITED LIABILITY OF OFFICERS AND DIRECTORS
To
the fullest extent permitted by applicable law, the officers and directors of the Corporation shall not be personally liable to
the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, this
limitation on personal liability shall not apply to acts or omissions which involve intentional misconduct, fraud, knowing violation
of law, or unlawful distribution prohibited by Section 78.300 of the Nevada Revised Statutes.
ARTICLE
X
TRANSACTIONS WITH STOCKHOLDERS
Section
1. Control Share Acquisition Exemption. The Corporation elects not to be governed by the control share acquisition provisions
of Nevada law, namely Sections 78.378 through 78.3793 of the Nevada Revised Statutes.
Section
2. Combinations With Interested Stockholders. The Corporation elects not to be governed by the provisions of Section
78.411 through Section 78.444 of the Nevada Revised Statutes.
The
undersigned authorized officer of the Corporation has executed these Amended and Restated Articles of Incorporation, certifying
that the facts herein stated are true, this 28th day of May, 2015.
| |
/s/
Thomas S. Gifford |
| |
Thomas
S. Gifford, |
| |
Executive
Vice President, |
| |
Chief
Financial Officer and Secretary |