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):  November 17, 2016

 

ASPEN GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

  

000-55107

  

27-1933597

(State or Other Jurisdiction

  

(Commission

  

(I.R.S. Employer

of Incorporation)

  

File Number)

  

Identification No.)

 

1660 S Albion Street, Suite 525, Denver, CO 80246

(Address of Principal Executive Office) (Zip Code)


(303) 333-4224

(Registrant’s telephone number, including area code)


 

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 5.07 Submission of Matters to a Vote of Security Holders.


On November 17, 2016, Aspen Group, Inc. (the “Company”) held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s shareholders voted on the proposals and cast their votes as described below.


Proposal 1.  Election of Directors


The Company’s shareholders elected nine individuals to the Company’s Board of Directors for the succeeding year or until their successors are duly qualified and elected as set forth below:


Nominee

Votes For

Votes Withheld

Broker Non-Votes

Michael Mathews

62,479,999

1,117,541

27,158,529

Michael D’Anton

63,538,495

59,045

27,158,529

Norman D. Dicks

63,538,495

59,045

27,158,529

C. James Jensen

62,400,152

1,197,388

27,158,529

Andrew Kaplan

62,479,999

1,117,541

27,158,529

Malcom MacLean

63,447,495

150,045

27,158,529

Sanford Rich

63,538,495

59,045

27,158,529

John Scheibelhoffer

62,479,999

1,117,541

27,158,529

Rick Solomon

63,538,495

59,045

27,158,529


Each director nominated was elected by over 99% of the votes cast.


Proposal 2.  Approval of Reverse Stock Split


Split Ratio

Votes For

Votes Against

Abstentions

Broker Non-Votes

1 for 10

89,342,888

1,384,456

28,725

0

1 for 15

85,987,831

4,593,264

174,974

0

Between 1 for 10
and 1 for 15

86,111,189

4,590,167

54,713

0


Each proposed split ratio was approved by a number of votes representing over a majority of shares outstanding.


Proposal 3.  Ratification of the Appointment of Salberg & Company, P.A. as Company’s Independent Registered Public Accounting Firm for Fiscal Year 2017


The Company’s shareholders ratified the appointment of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for fiscal year 2017 as set forth below:


Votes For

Votes Against

Abstentions

Broker Non-Votes

90,576,454

125,834

53,781

0


Proposal 4.  Ratification of prior amendments to increase the amount of shares issuable under the 2012 Equity Incentive Plan


The Company’s shareholders approved and ratified amendments to increase shares issuable under the 2012 Equity Incentive Plan to 25,300,000 shares as set forth below:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

60,931,541

2,485,012

180,987

27,158,529






Proposal 5.  Approval Of, On a Non-Binding Basis, the Repurchase of Up To 300,000 Shares of the Company’s Common Stock


The Company’s shareholders approved, on a non-binding basis, the repurchase of up to 3,000,000 shares of the Company’s common stock at a price per share of less than $0.20:


Votes For

Votes Against

Abstentions

Broker Non-Votes

87,462,501

1,539,302

1,754,266

0


At the Annual Meeting 90,756,069 shares (65.78%) of shares outstanding were represented.   Immediately following the Annual Meeting, our Board was comprised of all of the nominees listed above.  All of the proposals were approved.





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.

 

  

ASPEN GROUP, INC.

  

  

  

  

  

Date:  November 18, 2016

By:

/s/ Michael Mathews

  

  

  

Name: Michael Mathews

  

  

  

Title:   Chief Executive Officer

  

 













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