Current Report Filing (8-k)
May 23 2017 - 4:02PM
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
May
23, 2017
Date
of Report (Date of Earliest Event Reported)
UNI-PIXEL,
INC.
(Exact
Name of Small Business Issuer as Specified in Its Charter)
DELAWARE
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75-2926437
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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4699
Old Ironsides Drive, Suite 300
Santa
Clara, California 95054
(Address
of Principal Executive Offices)
(281)
825-4500
(Issuer’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 (see General Instruction A.2. below):
[ ]
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
ITEM
5.03. AMENDMENT TO ARTICLES OF INCORPORATION.
On
May 23, 2017, the Company filed a Second Certificate of Amendment (the “Certificate of Amendment”) to the Amended
and Restated Certificate of Incorporation of Uni-Pixel, Inc., as amended (the “Charter”), with the Secretary of State
of Delaware, thereby giving effect to the Certificate of Amendment as of May 23, 2017. The Certificate of Amendment amends the
Charter to increase the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”)
from 100,000,000 shares to 150,000,000 shares.
The
Certificate of Amendment was approved by the Board of Directors of the Company and by a majority of the Company’s stockholders
at the Annual Meeting (as defined below). The full text of the Certificate of Amendment is filed as Exhibit 3.1 hereto and incorporated
herein by reference.
ITEM
5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The
Company held its Annual Meeting of Stockholders (“Annual Meeting”), which concluded on May 23, 2017. 33,426,018 shares
appeared at the Annual Meeting, representing 59.98% of the 55,724,162 shares of Common Stock outstanding and entitled to vote
on the record date of March 23, 2017.
Proposal
1: Election of Directors
At
the Annual Meeting, Jeff A. Hawthorne, James E. Doran, Sam I. Young, Ross A. Young, Anthony J. LeVecchio and Malcolm J. Thompson
were elected to the Board of Directors. They will serve until the 2018 annual meeting and until their successors are duly elected
and qualified.
Director
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Votes For
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Withheld
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Broker
Non-Votes
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Jeff A. Hawthorne
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17,578,587
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2,509,505
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13,337,926
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James E. Doran
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18,217,128
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1,870,964
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13,337,926
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Sam I. Young
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17,662,025
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2,426,067
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13,337,926
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Ross A. Young
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18,056,533
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2,031,559
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13,337,926
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Anthony J. LeVecchio
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18,259,178
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1,828,914
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13,337,926
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Malcolm J. Thompson
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18,245,303
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1,842,789
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13,337,926
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Proposal
2: Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers
A
non-binding vote to approve, on an advisory basis, the 2016 compensation of the Company’s named executive officers was voted
on and approved:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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16,341,783
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3,165,582
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580,727
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13,337,926
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Proposal
3: Ratification of Independent Registered Public Accounting Firm
A
proposal to ratify the appointment of PMB Helin Donovan as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2017 was approved by the following vote:
Votes For
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Votes Against
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Abstentions
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31,604,326
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902,433
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919,259
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Proposal
4: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation, as Amended, to Increase
the Number of Authorized Shares of the Company’s Common Stock
A
proposal to ratify the amendment to the Amended and Restated Certificate of Incorporation, as amended, was approved by the following
vote:
Votes For
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Votes Against
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Abstentions
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28,122,097
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4,996,678
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307,243
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Proposal
5: Approval of an Amendment to the Uni-Pixel, Inc. 2011 Stock Incentive Plan
A
proposal to ratify the amendment to the Plan was approved by the following vote:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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15,901,466
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3,666,357
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520,269
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13,337,926
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ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
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3.1
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Certificate of Amendment
to the Amended and Restated Certificate of Incorporation, as amended, of Uni-Pixel, Inc.
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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 thereunto duly authorized.
Date: May 23, 2017
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By:
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/s/ Christine Russell
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Name:
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Christine Russell
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Title:
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Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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3.1
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Certificate of Amendment to the Amended and
Restated Certificate of Incorporation, as amended, of Uni-Pixel, Inc.
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