Current Report Filing (8-k)
August 24 2020 - 3:10PM
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): August 24,
2020
_________________
WIDEPOINT CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
001-33035
|
52-2040275
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
EmployerIdentification No.)
|
11250 Waples Mill Road, South Tower 210, Fairfax,
Virginia
(Address
of Principal Executive Office)
|
22030
(Zip
Code)
|
Registrant’s
telephone number, including area code: (703) 349-2577
|
______________________________________________________________________________
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:
[__]
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))
Securities Registered pursuant to Section 12(b) of the
Act:
Title of Each Class
|
Trading Symbol
|
Name of Exchange on Which Registered
|
Common Stock, $0.001 par value per share
|
WYY
|
NYSE
American
|
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
5.07
Submission
of Matters to a Vote of Security Holders.
On
August 24, 2020, WidePoint Corporation (the “Company”)
held a special meeting of its stockholders to vote on the following
proposals:
Proposal One: To approve an amendment to the Company’s
amended and restated certificate of incorporation, as amended (the
“Restated Certificate of Incorporation”), to effect a
reverse stock split of the Company’s issued and outstanding
shares of common stock, $0.001 par value per share, at a ratio to
be determined in the discretion of the Board of Directors within a
range of one (1) share of common stock for every five (5) to
fifteen (15) shares of common stock (the “Reverse Stock
Split”), such amendment to be effected after stockholder
approval thereof only in the event the Board of Directors still
deems it advisable. In accordance with the voting results listed
below, the proposal was approved.
For
|
Against
|
Abstain
|
Broker Non-Votes
|
47,988,172
|
13,683,888
|
26,231
|
-
|
Proposal Two: To approve an amendment to the Restated
Certificate of Incorporation, to decrease the number of authorized
shares of common stock to 30,000,000 (the “Authorized Common
Stock Decrease”), such amendment contingent upon the Reverse
Stock Split being approved and effected. In accordance with the
voting results listed below, the proposal was
approved.
For
|
Against
|
Abstain
|
Broker Non-Votes
|
48,140,511
|
13,292,444
|
265,336
|
-
|
Proposal Three: To approve an adjournment of the special
meeting, if the Board of Directors determines it to be necessary or
appropriate, if a quorum is present, to solicit additional proxies
if there are not sufficient votes in favor of any of Proposal
1–the Reverse Stock Split, and Proposal 2–the
Authorized Common Stock Decrease. In accordance with the voting
results listed below, the proposal was approved.
For
|
Against
|
Abstain
|
Broker Non-Votes
|
49,612,836
|
11,145,184
|
940,271
|
-
|
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.
|
WIDEPOINT
CORPORATION
|
|
|
|
|
|
Date:
August
24, 2020
|
By:
|
/s/ Jin Kang
|
|
|
|
Jin
Kang
|
|
|
|
Chief Executive
Officer
|
|
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