Current Report Filing (8-k)
December 07 2016 - 5:19PM
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): December 6, 2016
SPORTS
FIELD HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-54883
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46-0939465
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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4320
Winfield Road, Suite 200
Warrenville,
IL 60555
(Address
of Principal Executive Offices)
(978)
914-7570
(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:
☐
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))
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
December 6, 2016, Sports Field Holdings, Inc. (the “Company”) held a special meeting of stockholders (the “Special
Meeting”). Greater than 50% of the shares of common stock outstanding and entitled to vote at the Special Meeting were present
in person or by proxy thereby constituting a quorum.
The
matters that were voted upon at the Special Meeting, and the number of votes cast for or against/withheld, as well as the number
of abstentions and broker non-votes, as to such matters, where applicable, are set forth in the table below.
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Number of Votes
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Votes For
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Votes Against/
Withheld
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Abstentions
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Broker
Non-Votes
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To approve the Reverse Stock Split (defined below)
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8,552,215
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56,827
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150,000
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-
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To approve the Sports Field Incentive Plan (defined below)
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8,191,835
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464,047
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100,000
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-
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On
the basis of the above votes, (i) an amendment to the Company’s Articles of Incorporation to effect a reverse stock split
of the Company’s issued and outstanding common stock in a range of not less than 1-for-5 and not more than 1-for-25, w
ith
the exact ratio to be determined by the Board in its discretion (the “Reverse Stock Split”), was adopted;
and
(ii) the
Sports Field Holdings 2016
Incentive Stock Option Plan (the “Sports
Field Incentive Plan”) was adopted.
SIGNATURE
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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SPORTS FIELD HOLDINGS, INC.
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Date: December 7, 2016
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By:
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/s/
Jeromy Olson
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Jeromy Olson
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Chief Executive Officer
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