Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2019 Annual Meeting of Shareholders of TOMI Environmental Solutions, Inc. (the "Company") held on October 30, 2019 (the "Annual Meeting"), the shareholders of the Company approved four proposals, a description of which may be found in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 19, 2019. Of the 124,700,418 shares of common stock outstanding as of the record date, 90,913,961 shares were represented at the Annual Meeting, and all of the 510,000 shares of Series A preferred stock outstanding as of the record date were represented at the Annual Meeting, which constituted a quorum. The final voting results of the four proposals are set forth below.
Proposal 1: Election of Class II Directors
The Company's shareholders elected Walter C. Johnsen and Kelly J. Anderson to serve as the Class II Directors on the Company's Board of Directors (the "Board"), to serve a three-year term that will expire at the Company's 2022 Annual Meeting of Shareholders and at such time as his successor has been duly elected and qualified or his earlier resignation or removal. The voting results are as follows:
|
For
|
Withheld
|
Broker Non-Votes
|
Kelly J. Anderson
|
67,845,504
|
250,647
|
22,817,810
|
Walter C. Johnsen
|
67,845,504
|
250,647
|
22,817,810
|
Proposal 2: Ratification of Independent Registered Public Accounting Firm
The Company's shareholders ratified the appointment of Wolinetz, Lafazan & Company, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. The voting results are as follows:
For
|
|
Against
|
|
Abstain
|
90,912,212
|
|
1,732
|
|
17
|
Proposal 3: Approval of an Amendment to the Company's Restated Articles of Incorporation, as Amended, to Increase the Number of Authorized Shares of Common Stock from 200,000,000 to 250,000,000
The Company's shareholders approved of the proposal to amend the Company's Restated Articles of Incorporation, as amended, to increase the number of authorized shares of our Common Stock from 200,000,000 to 250,000,000, and direct such proposal to be submitted to the holders of our Common Stock and Series A Preferred Stock, each voting as a separate class, for approval.
For
|
|
Against
|
|
Abstain
|
90,171,794
|
|
671,011
|
|
71,156
|
Proposal 4: Approval of an Amendment to the Company's Restated Articles of Incorporation, as Amended, to Implement a Reverse Stock Split
The Company's shareholders approved of the proposal to amend the Company's Restated Articles of Incorporation, as amended, to implement a reverse stock split of all the outstanding shares of common stock, within a range from 1-for-2 to 1-for-20, with the exact ratio of the reverse stock split to be determined by the board of directors of the Company. The voting results are as follows:
For
|
|
Against
|
|
Abstain
|
87,460,157
|
|
3,453,804
|
|
0
|
No other items were presented for stockholder approval at the Annual Meeting.