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 29, 2016

 

InterCloud Systems, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware   000-32037   65-0963722

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1030 Broad Street

Suite 102

Shrewsbury, NJ

  07702
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (973) 630-5460

 

 
(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:

 

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 240.13a-4(c))

 

 

 

   

 

 

Item 5.07.     Submission of Matters to a Vote of Security Holders.

 

Annual Meeting of Stockholders

 

The 2016 Annual Meeting of the stockholders of InterCloud Systems, Inc. (the “Company”) was held on August 29, 2016, in Spring Lake, New Jersey. Stockholders representing 26,664,307 shares, or 74.89%, of the outstanding shares of the Company’s common stock as of July 15, 2016, the record date for the meeting, were present in person or were represented at the meeting by proxy. Final voting results are shown below.

 

Election of Directors

 

The following individuals were each elected as a Class III Director by a majority of the votes cast:

 

    Votes Cast For     Vote Cast Against              
Nominee for Director   Number     % of
Votes Cast
    Number     % of
Votes Cast
    Abstain     Broker
Non-Votes
 
Mark Munro     13,353,365       90.98 %     0       0 %     1,323,410       11,987,532  
Charles K. Miller     13,182,980       89.82 %     0       0 %     1,493,795       11,987,532  

 

Approval of Reverse Stock Split

 

The approval of the proposal to effect, at any time prior to the one-year anniversary of the Annual Meeting, a reverse stock split of all outstanding shares of the Company’s common stock at an exchange ratio of up to one-for-four shares received the affirmative vote of a majority of the outstanding shares of the Company’s common stock and was passed. 

 

Votes Cast For     Vote Cast Against              
Number     % of
Votes Cast
    Number     % of
Votes Cast
    Abstain     Broker
Non-Votes
 
  23,280,108       87.30 %     2,750,078       10.31 %     634,121       0  

 

Ratification of Appointment of Independent Registered Public Accounting Firm

 

The ratification of the appointment of an independent registered public accounting firm, WithumSmith + Brown, PC, to audit the Company’s consolidated financial statements for the year ending December 31, 2016, received the affirmative vote of a majority of the votes cast and was passed.

 

Votes Cast For     Vote Cast Against              
Number     % of
Votes Cast
    Number     % of
Votes Cast
    Abstain     Broker
Non-Votes
 
  25,883,799       97.07 %     633,363       2.37 %     147,145       0  

 

  2  

 

 

SIGNATURE

 

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.

 

Date: August 30, 2016 INTERCLOUD SYSTEMS, INC.
   
  By: /s/ Mark E. Munro
    Name: Mark E. Munro
    Title:   Chief Executive Officer

 

 

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