Item 5.07 Submission of Matters to a Vote of Security Holders.
As
previously disclosed, on January 17, 2018, WPCS International Incorporated (“WPCS”) convened and adjourned its special
meeting of stockholders without any business being conducted to allow additional time for stockholders to vote on the proposals
set forth in the
WPCS proxy statement/ prospectus/ information statement dated December 14, 2017 and filed with the
U.S. Securities and Exchange Commission on December 18, 2017 (the “Proxy Statement”).
The
special meeting was adjourned to January 30, 2018 at 9:30 a.m., Eastern Standard Time, at the same location, Morse, Zelnick,
Rose & Lander, LLP, located at 825 Third Avenue, 16
th
Floor, New York, NY 10022.
At the reconvened
Special Meeting of Stockholders of WPCS held on January 30, 2018 (the “Meeting”), the stockholders of WPCS voted as
set forth below on the following proposals, each of which is described in detail in the Proxy Statement.
At the Meeting,
3,902,173 shares, or approximately 58.52%, of the outstanding WPCS common stock entitled to vote, were represented by proxy or
in person.
The final voting
results for each matter submitted to a vote of WPCS’ stockholders are as follows:
Proposal 1. Approval of the Merger
Agreement and the transactions contemplated thereby.
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
3,815,440
|
|
75,971
|
|
10,762
|
|
0
|
Proposal 2. Approval of an amendment
to the WPCS Charter changing the WPCS corporate name to “DropCar, Inc.”
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
3,827,704
|
|
65,103
|
|
9,366
|
|
0
|
Proposal 3. Approval of an amendment
to the WPCS Charter effecting a reverse stock split of WPCS’ issued and outstanding common stock within a range of every
1.5 to 10 shares (or any number in between) of outstanding WPCS common stock being combined and reclassified into one share of
WPCS common stock.
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
3,473,880
|
|
401,403
|
|
26,890
|
|
0
|
Proposal 4. Approval of amendments
to the Plan to, among other things, increase the total number of shares of WPCS common stock currently available for issuance under
the Plan by 6,450,000 shares, prior to giving effect to any reverse stock split to be effected in connection with the Merger.
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
3,445,352
|
|
412,990
|
|
43,831
|
|
0
|
Proposal 5. Approval of an adjournment
of the Meeting, if necessary, to solicit additional proxies if there are insufficient votes in favor of the proposals above.
For
|
|
Against
|
|
Abstain
|
3,661,759
|
|
214,145
|
|
26,269
|
Such adjournment
was deemed unnecessary as proposals 1 through 4 were approved.
********