Item 5.07. Submission
of Matters to a Vote of Security Holders
On December 19, 2016, the Company conducted an Annual
Meeting of its stockholders at its corporate offices at 5660 Eastgate Drive,
San Diego, California. 92121. At the Annual Meeting of the Stockholders, the
stockholders were asked to consider and vote upon the following proposals:
1. The election of four members of the Board of
Directors to hold office until the next annual meeting of stockholders or until
their respective successors have been elected and qualified. The following
persons were nominated to be directors of the Company: Desmond Wheatley,
Chairman, Jay S. Potter, Anthony Posawatz, and Peter Davidson.
2. Ratification of the appointment of Salberg
& Company, P.A. as the Company's independent registered public accounting
firm for the fiscal year ending December 31, 2016.
3. Approval, by a non-binding vote, of the
executive compensation program of the Company.
4. Approval of an amendment to the Company's Articles of
Incorporation in order to increase the number of authorized shares of common
stock from 162,500,000, par value $0.001 per share, to 490,000,000, par value
$0.001 per share, and to authorize 10,000,000 shares of preferred stock, par
value $0.001 per share.
A quorum of shareholders was present at the meeting in
person or by proxy. Based on the completed count of votes by the Inspector of
Election for the shareholder meeting, the following shareholder vote was made
for the following proposals with the following voting results:
1.
Proposal One:
To elect a Board of up to four (4) directors to hold
office until the next annual meeting of stockholders or until their respective
successors have been elected and qualified. The nominees were Desmond
Wheatley, Jay S. Potter, Anthony Posawatz, and Peter Davidson.
|
For
|
Withheld
|
Broker
Non-Votes
|
|
|
|
|
Desmond Wheatley:
|
68,482,233
|
926,810
|
12,028,574
|
Jay S. Potter:
|
68,493,726
|
915,317
|
12,028,574
|
Anthony Posawatz:
|
69,086,176
|
322,867
|
12,028,574
|
Peter Davidson:
|
69,086,569
|
322,474
|
12,028,574
|
2.
Proposal Two:
To ratify the appointment of Salberg
& Company, P.A. as independent registered public accountants for the
Company for the fiscal year ending December 31, 2016.
For
|
Against
|
Withheld
|
Broker
Non-Votes
|
|
|
|
|
81,349,876
|
62,022
|
25,719
|
12,028,574
|
-1-
3.
Proposal Three:
Approval, by a non-binding vote, of the
executive compensation program of the Company.
For
|
Against
|
Withheld
|
Broker
Non-Votes
|
|
|
|
|
66,178,203
|
2,345,207
|
885,633
|
12,028,574
|
4.
Proposal Four:
To approve amending
the Company's Articles of Incorporation in order to increase the number of authorized
shares of common stock from 162,500,000, par value $0.001 per share, to
490,000,000, par value $0.001 per share, and to authorize 10,000,000 shares of
preferred stock, par value $0.001 per share.
For
|
Against
|
Withheld
|
Broker
Non-Votes
|
|
|
|
|
65,637,599
|
3,512,053
|
259,391
|
12,028,574
|