Current Report Filing (8-k)
June 30 2017 - 09:15AM
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):
June 30, 2017 (June 28, 2017)
QUEST
SOLUTION, INC.
(Exact
name of registrant as specified in charter)
Delaware
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000-09047
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20-3454263
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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860
Conger Street, Eugene, OR 97402
(Address
of Principal Executive Offices) (Zip Code)
(714)
899-4800
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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 (
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 [X]
If
an emerging growth company, indicate by check mart 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
5.07 Submission of Matters to a Vote of Security Holders.
On
June 28, 2017, Question Solution, Inc., a Delaware corporation (the “Company”), held its annual meeting of shareholders
(the “Meeting”). A total of 28,722,270 shares of common and preferred stock, constituting a quorum, were present and
accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the following proposals:
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(i)
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The
election of five (5) members of the board of directors of the Company (the “Board”) to serve until the next annual
meeting to be held in 2018 or until their successors have been duly elected and qualified;
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All
the director nominees were elected and the votes cast were as follows:
Director
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For
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Withheld
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Broker
non-votes
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Thomas
O. Miller
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19,162,311
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6,002
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10,518,455
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Shai
S. Lustgarten
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18,105,125
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6,001
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10,518,455
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Andrew
J. MacMillan
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18,132,311
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6,002
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10,518,455
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Neev
Nissenson
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18,105,125
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33,188
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10,518,455
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Yaron
Shalem
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18,105,124
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33,189
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10,518,455
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(ii)
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The
ratification of the appointment of RBSM, LLP to serve as the Company’s independent registered public accounting firm
for fiscal year 2017;
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The
potential reappointment of RBSM LLP was approved and the votes were cast as follows:
For
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Against
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Abstain
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24,743,104
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9,577
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3,278,491
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(iii)
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A
non-binding resolution to approve the compensation of the Company’s named executive officers;
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The
potential advisory resolution on the compensation of the Company’s named executives was approved and the votes were cast
as follows:
For
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Against
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Abstain
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Broker non-votes
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18,075,404
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789,138
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30,371
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9,827,357
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(iv)
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A
non-binding proposal as to the frequency with which stockholders will vote on the compensation of the Company’s named
executive officers in future years;
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The
potential non-binding resolution as described above was approved and the votes were cast as follows:
For
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Against
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Abstain
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Broker non-votes
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18,106,825
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35,188
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56,801
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10,523,456
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As
of the record date for the Meeting, 40,480,857 shares of common and preferred stock were issued and outstanding.
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.
Date:
June 30, 2017
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QUEST
SOLUTION, INC.
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By:
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/s/
Shai S. Lustgarten
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Shai
S. Lustgarten
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Director,
President and CEO
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