Current Report Filing (8-k)
August 10 2015 - 11:55AM
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): August 6, 2015
CORD BLOOD AMERICA, INC.
(Exact name of registrant as specified in its charter)
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Florida
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000-50746
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90-0613888
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1857 Helm Drive, Las Vegas, NV 89119
(Address of Principal Executive Office) (Zip Code)
(702) 914-7250
(Registrant’s telephone number, including area code)
_______________________________
Copies to:
Joseph R. Vicente
1857 Helm Drive, Las Vegas, NV 89119
Phone: (702) 914-7250
Fax: (702) 914-7251
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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On August 6, 2015, as further set forth in Item 5.07, the shareholders of Cord Blood America, Inc. (the “Company”) approved an amendment to the Amended and Restated Articles of Incorporation of the Company to require that, in the case of a combination, the authorized shares shall be reduced commensurately with the reduction in outstanding shares. The Board of Directors of the Company approved the amendment on May 22, 2015.
A copy of the Articles of Amendment to the Amended and Restated Articles of Incorporation of Cord Blood America, Inc. is furnished as an Exhibit to this Current Report.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On August 6, 2015, the Company held its Annual Meeting of Shareholders at its headquarters located at 1857 Helm Drive, Las Vegas, Nevada 89119. A total of 1,076,740,172 votes were represented at the meeting, and a quorum was present. The following proposals were submitted to the shareholders:
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1.
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Proposal 1 to elect five directors nominated by the Board of Directors named in the Proxy Statement;
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2.
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Proposal 2 to ratify the appointment of De Joya Griffith, LLC as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2015;
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3.
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Proposal 3 to consider and act upon a proposal to approve an amendment to the Amended and Restated Articles of Incorporation of the Company to declassify the Board of Directors and to require that all directors stand for annual election;
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4.
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Proposal 4 to consider and act upon a proposal to approve an amendment to the Amended and Restated Articles of Incorporation to change the shareholder vote required to amend Articles III, IV, and V of the Articles of Incorporation from a supermajority common shareholder vote requirement to a majority vote requirement;
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5.
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Proposal 5 to consider and act upon a proposal to approve an amendment to the Amended and Restated Articles of Incorporation to require that, in the case of a combination, the authorized shares should be reduced commensurately with the reduction in outstanding shares and approval to conform cross-references and other immaterial clean-up changes in the Amended and Restated Articles of Incorporation;
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6.
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Proposal 6 to approve (on an advisory basis) the Company's executive compensation;
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7.
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Proposal 7, to conduct an advisory vote on the frequency of future advisory votes on executive compensation.
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For more information about the foregoing proposals, please see the Company’s Definitive Proxy Statement filed June 11, 2015.
The number of votes cast for, against, and where applicable, votes withheld, as well as abstentions and broker non-votes and whether each proposal was approved, is set forth below.
1. Proposal 1 to elect five directors nominated by the Board of Directors named in the attached Proxy Statement.
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FOR |
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WITHHOLD |
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BROKER NON-VOTES |
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Joseph Vicente
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514,117,544 |
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114,611,365 |
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448,011,263 |
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Timothy McGrath
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517,482,527 |
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111,246,382 |
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448,011,263 |
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David Sandberg
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623,686,737 |
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5,042,172 |
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448,011,263 |
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Adrian Pertierra
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622,196,943 |
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6,531,966 |
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448,011,263 |
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Anthony Snow
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622,208,935 |
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6,519,974 |
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448,011,263 |
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The five nominees were elected to the Company’s Board of Directors. The terms of office are as follows: Adrian Pertierra and Anthony Snow will continue until the 2018 annual meeting of shareholders; Timothy McGrath and Joe Vicente will continue until the 2017 annual meeting of shareholders; David Sandberg will continue until the 2016 annual meeting of shareholders; and all are until a successor has been elected and qualified, or until his or her earlier death, resignation or removal.
2. Proposal 2 to ratify the appointment of De Joya Griffith, LLC as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2015.
| FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
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1,056,829,867
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12,795,818
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7,114,487
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0
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The appointment of De Joya Griffith, LLC as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2015 was ratified.
3. Proposal 3 to consider and act upon a proposal to approve an amendment to the Amended and Restated Articles of Incorporation of the Company to declassify the Board of Directors and to require that all directors stand for annual election.
| FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
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623,632,642
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4,895,735
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200,532
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448,011,263
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The proposal to approve the amendment required an affirmative vote of the shareholders of not less than two-thirds of the voting power of all of the shares of the corporation entitled to vote for the election of directors, and the proposal was not approved.
4. Proposal 4 to consider and act upon a proposal to approve an amendment to the Amended and Restated Articles of Incorporation to change the shareholder vote required to amend Articles III, IV, and V of the Articles of Incorporation from a supermajority common shareholder vote requirement to a majority vote requirement.
| FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
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604,525,503
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24,116,959
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86,447
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448,011,263
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The proposal to approve the amendment required an affirmative vote of the shareholders of not less than two-thirds of the voting power of all of the shares of the corporation entitled to vote for the election of directors, and the proposal was not approved.
5. Proposal 5 to consider and act upon a proposal to approve an amendment to the Amended and Restated Articles of Incorporation to require that, in the case of a combination, the authorized shares should be reduced commensurately with the reduction in outstanding shares and approval to conform cross-references and other immaterial clean-up changes in the Amended and Restated Articles of Incorporation.
| FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
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1,044,728,394
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27,175,609
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4,836,169
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0
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The proposal to approve the amendment was approved.
6. Proposal 6 to approve (on an advisory basis) the Company's executive compensation.
| FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
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606,302,981
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17,382,554
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5,043,374
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448,011,263
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The proposal to approve, on an advisory basis, the Company’s executive compensation, was approved.
7. Proposal 7 to conduct an advisory vote on the frequency of future advisory votes on executive compensation.
| 1 Year |
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2 Years |
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3 Years |
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ABSTAIN |
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BROKER NON-VOTES |
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39,331,939
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8,188,615
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564,620,934
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16,587,421
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448,011,263
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Regarding Proposal 7, to conduct an advisory vote on the frequency of future advisory votes on executive compensation, “every three years” obtained the most votes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following Exhibits are furnished herewith:
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Description |
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Articles of Amendment to the Amended and Restated Articles of Incorporation of Cord Blood America, Inc.
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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.
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CORD BLOOD AMERICA, INC.
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(Registrant)
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Date: August 10, 2015
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By:
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/s/ David Sandberg
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Chairman
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Exhibit 3(i)
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CORD BLOOD AMERICA, INC.
Pursuant to the provisions of Section 607.1006, Florida Statutes, Cord Blood America, Inc., a Florida corporation (the “Corporation”), adopts the following articles of amendment to its Amended and Restated Articles of Incorporation:
The Amended and Restated Articles of Incorporation of the Corporation are hereby amended by striking out the last paragraph of Article II, which states:
“Upon the effectiveness of any "combination," as such term is defined in Section 607.10025(1) of the Florida Business Corporation Act, the authorized shares of the classes or series affected by the combination shall not be reduced or otherwise affected by the percentage by which the issued shares of such class or series were reduced as a result of the combination.”
And substituting in lieu of said paragraph of Article II the following new paragraph:
“Upon the effectiveness of any "combination," as such term is defined in Section 607.10025(1) of the Florida Business Corporation Act, the authorized shares of the classes or series affected by the combination shall be reduced or otherwise affected by the percentage by which the issued shares of such class or series were reduced as a result of the combination.”
The amendment set forth in these Articles of Amendment was adopted on May 22, 2015 by the Board of Directors of the Corporation and approved on August 6, 2015 by a sufficient number of votes of the Corporation's shareholders.
IN WITNESS WHEREOF, the Corporation, by and through its undersigned Chairman and Director thereunto duly authorized, has executed these Articles of Amendment this 7th day of August, 2015 and affirms that the statements made herein are true under the penalties of perjury.
_______________________________
David Sandberg,
Chairman and Director