Current Report Filing (8-k)
November 17 2017 - 6:07AM
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):
November 17, 2017
(November 14, 2017)
GLYECO, INC.
(Exact Name of Registrant as Specified
in Its Charter)
Nevada
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000-30396
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45-4030261
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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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230
Gill Way
Rock Hill, South Carolina
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29730
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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: (866) 960-1539
n/a
(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 ☐
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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On November 14, 2017, GlyEco Inc., (the
“Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). As described in the Company’s
Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on October 8, 2017, at the Annual Meeting
the stockholders were asked to vote on seven (7) matters: (i) electing seven (7) directors; (ii) ratifying the appointment of
KMJ Corbin & Company, LLP as the Company’s independent registered certified public accountant for the fiscal year ended
December 31, 2018; (iii) approving an amendment to the Articles of Incorporation to authorize the Board of Directors to conduct
both a reverse and forward split of the Company’s common stock at the Board’s discretion; (iv) approving a proposal
to establish the GlyEco 2017 Incentive Compensation Plan; (v) approving the establishment of the 2017 Employee Stock Purchase
Plan; (vi) approving an amendment to the Company’s Articles of Incorporation to authorize the Company’s Board of Directors
to change the name of the Company; and (vii) approval of the re-incorporation of the Company from the State of Nevada to the State
of Delaware.
At the Annual Meeting, stockholders, representing
133,288,842 shares, or 81.06% of the 164,415,915 shares of common stock outstanding as of October 6, 2017 (the “Record
Date”), were present in person or by proxy, constituting a quorum for the purposes of the Annual Meeting.
Proxies for the Annual Meeting were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition
to management’s nominees for directors. All nominees for director listed below were elected. The term of office of each
director will be until the 2018 Annual Meeting of Stockholders and until their successors are elected and qualified or until their
earlier resignation or removal.
The voting results for the matters submitted
to a vote of our stockholders at the Annual Meeting are as follows:
Proposal No. 1
The election of seven (7)
Directors to serve one (1) year terms:
Name
of Director
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Shares
in Favor
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%
Voted FOR
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Shares
Withheld
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%
Voted Against
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Dwight Mamanteo
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97,845,341
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99.79%
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205,427
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0.21%
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Charles F. Trapp
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97,814,162
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99.76%
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236,606
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0.24%
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David Ide
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97,794,162
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99.74%
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256,606
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0.26%
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Frank Kneller
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97,889,341
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99.84%
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161,427
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0.16%
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Scott Nussbaum
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97,858,162
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99.80%
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192,606
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0.20%
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Scott Krinsky
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97,859,341
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99.80%
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191,427
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0.20%
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Ian Rhodes
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97,808,162
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99.75%
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242,606
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0.25%
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Proposal No. 2
Ratification
of the appointment of KMJ Corbin & Company, LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2018:
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For
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Against
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Abstain
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Broker
Non-Votes
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Total
Shares Voted
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132,624,461
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80,297
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584,084
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0
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Proposal No. 3
Approving an amendment
to the Articles of Incorporation to authorize the Board of Directors to conduct both a reverse and forward split of the Company’s
common stock:
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For
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Against
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Abstain
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Broker
Non-Votes
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Total
Shares Voted
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132,217,253
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1,071,588
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1
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0
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Proposal No. 4
Approving a proposal
to establish the GlyEco 2017 Incentive Compensation Plan:
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For
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Against
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Abstain
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Broker
Non-Votes
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Total
Shares Voted
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96,320,161
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330,534
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1,400,073
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35,238,074
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Proposal No. 5
Approving the establishment
of the 2017 Employee Stock Purchase Plan:
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For
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Against
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Abstain
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Broker
Non-Votes
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Total
Shares Voted
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96,193,599
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462,633
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1,394,536
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35,238,074
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Proposal No. 6
Approval of an amendment
to the Company’s Articles of Incorporation to authorize the Company’s Board of Directors to change the name of the
Company
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For
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Against
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Abstain
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Broker
Non-Votes
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Total
Shares Voted
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132,394,715
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850,378
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43,749
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0
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Proposal No. 7
Approval
of the re-incorporation of the Company from the State of Nevada to the State of Delaware:
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For
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Against
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Abstain
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Broker
Non-Votes
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Total
Shares Voted
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97,918,082
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130,584
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2,102
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35,238,074
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Item 2.02
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Results of Operations and Financial
Condition
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On November
14, 2017, GlyEco, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter
ended September 30, 2017. A copy of the press release is furnished herewith as Exhibit 99.1. The information set
forth in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Forward-Looking
Statements
Except for
historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking
statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed
or implied by these statements.
Please refer
to the cautionary note in the press release regarding these forward-looking statements.
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Item 9.01
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Financial Statements
and Exhibits.
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(d) Exhibits.
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.
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GLYECO, INC.
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Dated: November
17, 2017
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By:
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/s/
Ian Rhodes
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Ian Rhodes
Chief Executive Officer
(Principal Executive Officer)
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