Current Report Filing (8-k)
June 15 2018 - 4:46PM
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):
June 15, 2018
(June 14, 2018)
xG Technology,
Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-35988
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20-585-6795
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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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240 S. Pineapple Avenue, Suite 701, Sarasota, FL
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34236
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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:
(941) 953-9035
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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¨
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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
x
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 5.07 Submission of Matters to a Vote of Security Holders
On June 14, 2018, xG Technology, Inc. (the
“Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at the Company’s offices
at 240 S. Pineapple Avenue, Conference Room, 2nd Floor, Sarasota, Florida 34236. As described in the Company’s Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2018, at the Annual Meeting the stockholders were
asked to vote on two (2) matters: (i) the election of directors and (ii) the ratification of the appointment of an independent
accounting firm.
Of
the shares outstanding and entitled to vote as of the record date for the Annual Meeting, 10,519,777 shares were present at the
Annual Meeting in person or by proxy, which represented approximately 65.36% of the outstanding voting stock of the Company as
of April 27, 2018, the record date. As such, a quorum was established at 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 2019 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation
or removal.
The final results of the election of directors
were as follows:
Name
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For
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Withheld
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Broker Non-Votes
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George F. Schmitt
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2,353,092
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142,535
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8,024,150
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John C. Coleman
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2,349,267
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146,360
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8,024,150
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Gary Cuccio
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2,362,291
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133,336
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8,024,150
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Kenneth Hoffman
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2,358,366
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137,261
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8,024,150
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Richard L. Mooers
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1,828,874
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666,753
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8,024,150
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Raymond M. Sidney
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2,404,421
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91,206
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8,024,150
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General James T. Conway
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2,383,416
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112,211
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8,024,150
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The stockholders also ratified the appointment
of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018
by a vote of 10,072,329 for; 377,936 against; and 69,512 abstentions. There were no broker non-votes.
In addition, the Company will hold its
stockholder advisory vote on executive compensation every three (3) years. As such, the Company’s next stockholder advisory
vote on executive compensation shall be held at the 2020 Annual Meeting of Stockholders.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: June 15, 2018
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xG TECHNOLOGY, INC.
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By:
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/s/ Roger Branton
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Name: Roger Branton
Title: Chief Financial Officer
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