Current Report Filing (8-k)
February 07 2020 - 4:11PM
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
February
7, 2020
Date
of Report
Q2EARTH,
INC.
(Exact
name of Registrant as specified in its Charter)
Delaware
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000-55148
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20-1602779
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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420
Royal Palm Way, #100
Palm
beach, FL 33480
(Address
of Principal Executive Offices)
(561)
693-1423
(Registrant’s
Telephone Number, including area code)
(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 14-a-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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchanged on Which Registered
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Common
Stock
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QPWR
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OTCQB
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Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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(a)
The Company held a Special Meeting of Stockholders (the “Special Meeting”) on Friday, February 7, 2020, in Fort Lauderdale,
Florida.
(b)
The final results of voting for each matter submitted to a vote of stockholders at the Special Meeting are as follows:
Proposal
1: Amendment to Certificate of Incorporation; Approval of Increase in Authorized Shares
The
proposal to amend the Company’s Certificate of Incorporation (the “Charter”) to increase the authorized number
of our shares of Common Stock from 100,000,000 to 300,000,000 shares was approved. The final voting results are set forth below:
For
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Against
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Abstentions
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30,938,676
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4,172,313
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0
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Proposal
2: Amendment to Certificate of Incorporation; Reverse Stock Split
The
proposal to amend the Company’s Charter to effect a reverse stock split of the outstanding shares of the Company’s
Common Stock by a ratio of not less than 1:2 shares and not more than 1:25 shares, with the exact ratio to be set at a whole number
within this range by the Board of Directors of the Company in its sole discretion, was approved. The final voting results are
set forth below:
For
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Against
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Abstentions
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32,034,165
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3,072,686
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4,138
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Proposal
3: Adoption of Equity Incentive Plan
The
proposal to adopt the Amended Omnibus Equity Incentive Plan was approved. The final voting results are set forth below:
For
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Against
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Abstentions
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23,594,768
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2,333,068
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455,735
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Proposal
4: Adjournment of the Special Meeting
The
proposal to approve one or more adjournments to the Special Meeting, if necessary or appropriate, to permit further solicitation
of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of the proposals or to constitute
a quorum was approved. The results of the voting were as follows:
For
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Against
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Abstentions
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30,722,355
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4,081,287
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307,347
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed
on its behalf by the undersigned hereunto duly authorized.
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Q2EARTH
INC.
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Date:
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February
7, 2020
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By:
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/s/
Kevin Bolin
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Kevin
Bolin
Chief
Executive Officer
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