Current Report Filing (8-k)
June 19 2019 - 10:29AM
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 1934
Date of Report (date of earliest event reported):
June 18, 2019
AGEAGLE AERIAL
SYSTEMS INC.
(Exact name of registrant as specified in charter)
Nevada
|
001-36492
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88-0422242
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(State of Incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
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117 S. 4th Street
Neodesha,
Kansas 66757
(Address Of Principal Executive Offices) (Zip Code)
620-325-6363
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, is 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):
[_]
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 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 18, 2019, AgEagle
Aerial Systems, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”)
to vote on the following matters:
1. Election of Directors
All of the following four
nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve
for a term of one year, until the next Annual Meeting and until their successors have been duly elected and have qualified.
Nominee
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For
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Against
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Withheld
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Broker Non-Votes
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Bret Chilcott
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|
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7,923,866
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—
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|
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96,186
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|
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3,257,670
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Grant Begley
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7,894,025
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|
|
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—
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|
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126,027
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|
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3,257,670
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Louisa Ingargiola
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|
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7,821,420
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|
|
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—
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|
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198,632
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|
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3,257,670
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Thomas Gardner
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7,889,074
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|
|
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—
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|
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130,978
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|
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3,257,670
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2. Ratification of the Company’s Independent
Auditors
Stockholders ratified
the appointment of D. Brooks and Associates CPA’s, P.A. as the independent auditors of the Company for the fiscal year ended
December 31, 2019, in accordance with the voting results listed below.
For
|
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Against
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Abstain
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10,385,892
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|
|
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395,538
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|
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496,292
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3. Increase the number of shares of
Common Stock authorized for issuance under the Company’s Omnibus Stock Incentive Plan to 3,000,000.
Stockholders approved the increase in
the authorized shares under the Company’s Omnibus Stock Incentive Plan, in accordance with the voting results listed below.
For
|
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Against
|
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Abstain
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Broker Non-Votes
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6,927,067
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|
|
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1,079,373
|
|
|
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13,810
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|
|
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3,257,472
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4. Approve the issuance of shares of
the Company’s common stock representing more than 20% of the Company’s common stock outstanding upon exercise of a
Warrant issued in connection with a private placement in accordance with NYSE American Rule 713(a)(ii).
Stockholders approved the issuance of
more than 20% of the Company’s common stock outstanding upon exercise of a Warrant issued in connection with a private placement
in accordance with NYSE American Rule 713(a)(ii), in accordance with the voting results listed below.
For
|
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Against
|
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Abstain
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Broker Non-Votes
|
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6,796,325
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|
|
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1,214,654
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|
|
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9,071
|
|
|
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3,257,672
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
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AGEAGLE AERIAL SYSTEMS INC.
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|
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By:
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/s/ Barrett Mooney
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Name:
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Barrett Mooney
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Title:
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Chief Executive Officer
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Dated: June 19, 2019
3
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