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): December 4, 2017

 

ATRM Holdings, Inc.

 

(Exact Name of Registrant as Specified in Its Charter)

 

Minnesota   001-36318   41-1439182
(State or other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

5215 Gershwin Ave. N., Oakdale, Minnesota   55128
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (651) 704-1800

 

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 follow provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. [  ]

 

 

 

 
 

 

Item 3.03. Material Modification to Rights of Security Holders.

 

The information set forth in Item 5.03 is incorporated into this Item 3.03 by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 4, 2017, ATRM Holdings, Inc. (the “Company”) filed Articles of Amendment (the “Articles of Amendment”) to its Amended and Restated Articles of Incorporation (the “Existing Charter”) with the Office of the Secretary of State of the State of Minnesota amending the Existing Charter, effective immediately upon filing:

 

(i) to increase the number of authorized shares of the Company’s capital stock from 3,200,000 to 10,000,000, and make corresponding changes to the number of authorized shares of the Company’s common stock and preferred stock (the “Authorized Shares Amendment”);
   
(ii) to effect a 4-for-1 forward stock split of the Company’s 10.00% Series B Cumulative Preferred Stock (the “Forward Split Amendment”); and
   
(iii) to effect an extension to December 5, 2020 of the provisions of the Existing Charter designed to protect the tax benefits of the Company’s net operating loss carryforwards by generally restricting any direct or indirect transfers of the Company’s common stock that increase the direct or indirect ownership of the Company’s common stock by any Person (as defined in the Existing Charter) from less than 4.99% to 4.99% or more of the Company’s common stock, or increase the percentage of the Company’s common stock owned directly or indirectly by a Person owning or deemed to own 4.99% or more of the Company’s common stock (the “Extended Protective Amendment”).

 

Each of the Authorized Shares Amendment, the Forward Split Amendment and the Extended Protective Amendment was approved by the Company’s Board of Directors and by the Company’s shareholders. The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The following matters were submitted to a vote of the Company’s shareholders at the Company’s 2017 Annual Meeting of Shareholders held on December 4, 2017 (the “Annual Meeting”): (i) the election of six directors to serve until the Company’s 2018 Annual Meeting of Shareholders and until their successors are duly elected and qualify; (ii) the ratification of the appointment of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; (iii) the approval of the Authorized Shares Amendment; (iv) the approval of the Forward Split Amendment; (v) the approval of the Extended Protective Amendment; and (vi) a non-binding advisory resolution to approve the compensation of the Company’s named executive officers. The number of shares of the Company’s common stock outstanding and eligible to vote as of November 7, 2017, the record date for the Annual Meeting, was 2,396,219.

 

Each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting was approved by the requisite vote of the Company’s shareholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable:

 

 
 

 

Proposal 1

Election of Directors

 

Director Nominees

  For     Withheld     Broker
Non-Votes
 
Jeffrey E. Eberwein     1,549,872       37,665       127,285  
James Elbaor     1,551,157       36,380       127,285  
Mark Hood     1,551,217       36,320       127,285  
Daniel M. Koch     1,549,617       37,920       127,285  
Rodney Schwatken     1,551,167       36,370       127,285  
Galen Vetter     1,547,899       39,638       127,285  

 

Proposal 2   For     Against     Abstain     Broker
Non-Votes
 
Ratification of the appointment of Boulay PLLP     1,711,027       2,485       1,310        

 

Proposal 3   For     Against     Abstain     Broker
Non-Votes
 
Authorized Shares Amendment     1,537,553       49,394       590       127,285  

 

Proposal 4   For     Against     Abstain     Broker
Non-Votes
 
Forward Split Amendment     1,536,080       47,997       3,460       127,285  

 

Proposal 5   For     Against     Abstain     Broker
Non-Votes
 
Extended Protective Amendment     1,585,230       1,897       410       127,285  

 

Proposal 6   For     Against     Abstain     Broker
Non-Votes
 
Advisory vote on compensation of named executive officers     1,524,908       40,852       21,777       127,285  

 

Item 9.01 Financial Statements and Exhibits.

 

(d)         Exhibits .

 

Exhibit No.   Description
3.1   Articles of Amendment to the Amended and Restated Articles of Incorporation of ATRM Holdings, Inc.

 

 
 

 

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.

 

  ATRM HOLDINGS, INC.
   
Dated: December 7, 2017 By: /s/ Stephen A. Clark
  Name: Stephen A. Clark
  Title: Chief Financial Officer