Current Report Filing (8-k)
July 19 2017 - 5:19PM
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): July
14, 2017
QS Energy, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada
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0-29185
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52-2088326
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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23902 FM 2978
Tomball, Texas
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77375
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (805) 845-3581
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(Former name or former address, if changed since last report)
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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:
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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.
¨
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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The Registrant held its annual meeting of stockholders
on July 14, 2017, at which time the following individuals were elected to the following classes of Registrant’s Board of
Directors:
Class I:
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Eric Bunting, M.D.
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Thomas Bundros
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Class II:
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Don Dickson
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William Green
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Class III:
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Jason Lane
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Gary Buchler
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Richard Munn
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The appointment of Registrant’s independent
auditors, Weinberg & Co., P.A., to serve as Registrant’s auditors for the year ending December 31, 2017, was ratified.
The proposal to amend Registrant’s Articles
of Incorporation to increase the Company’s authorized shares of common stock from 300 million to 500 million and to create
a new class of preferred stock and authorize the Registrant to issue up to 100 million shares of preferred stock, requiring approval
of a majority of Registrant’s issued and outstanding shares of common stock, was not approved.
On a non-binding advisory basis, the compensation
and compensation program for the Registrant’s named executive officers was approved.
205,706,106 shares of Registrant’s common
stock were entitled to vote. There were 143,222,717 shares of the Registrant’s common stock present in person and by proxy
at the annual meeting, and a quorum was represented at the annual meeting in person and by proxy. The following summarizes vote
results for those matters submitted to the Registrant’s stockholders for action at the annual meeting:
1. Proposal
to elect seven (7) members of Registrant’s Board of Directors.
Director
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For
:
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Against
:
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Abstain
:
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Garv Buchler
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84,509,087
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352,000
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389,263
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Thomas Bundros
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79,056,905
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352,000
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5,841,445
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Eric Bunting
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84,490,487
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352,000
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407,863
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Don Dickson
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79,053,408
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352,000
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5,844,942
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William Green
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84,486,590
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352,000
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411,760
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Jason Lane
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79,068,438
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352,000
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5,829,912
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Richard W. Munn
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84,492,487
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352,000
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405,863
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2. Proposal
to ratify the appointment of Weinberg & Co., P.A. as Registrant’s independent accountants for the year ending December
31, 2017.
For
:
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Against
:
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Abstain
:
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140,718,471
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1,664,123
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840,123
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3. Proposal
to amend Registrant’s Articles of Incorporation to increase the Company’s authorized shares of common stock from 300
million to 500 million and to create a new class of preferred stock and authorize the Registrant to issue up to 100 million shares
of preferred stock.
For
:
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Against
:
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Abstain
:
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80,210,073
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4,074,221
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966,056
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4. Proposal,
on a non-binding advisory basis, to approve the compensation and compensation program for the Registrant’s named executive
officers.
For
:
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Against
:
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Abstain
:
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74,842,669
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6,826,718
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3,580,963
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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
hereunto duly authorized.
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Date: July 18, 2017
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QS ENERGY, INC.
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By:
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/s/MICHAEL MCMULLEN
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Name:
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Michael McMullen
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Title:
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CFO
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QS Energy (PK) (USOTC:QSEP)
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