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): October 18, 2013
INFINITY RESOURCES HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)
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Nevada |
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333-152959 |
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51-0665952 |
(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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1375 North Scottsdale Road, Suite 140
Scottsdale, Arizona |
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85257 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (480) 889-2650
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective as of October 18, 2013, we appointed T. Jeffrey Cheney, Jr. as
a Class II director of our company. Mr. Cheney, 38, has served on the City Council of the city of Frisco, Texas since June 2007, serving as Mayor Pro Tem four times. Since January 2003, Mr. Cheney has also served as Broker Associate at
Keller Williams Realty, a real estate company. Mr. Cheney is the owner and operator of Frisco-Online.com, an online community forum, and Northstar Property Management, a property leasing and management company. From August 2000 to January 2003,
Mr. Cheney served as Director of Portfolio Operations for Highland Capital Management, an investment advisory firm. Mr. Cheney served as Senior Associate Audit of PriceWaterhouseCoopers from June 1998 to August 2000. Mr. Cheney
is a certified public accountant, a registered investment advisor, and a licensed real estate broker. We believe Mr. Cheneys leadership roles and his accounting experience provide the requisite qualifications, skills, perspectives, and
experience that make him well qualified to serve on our Board of Directors.
Mr. Cheney was appointed as a director of our company
pursuant to that certain Stockholders Voting Agreement, dated as of July 16, 2013, by and among us; Mitchell A. Saltz and Colton Melby, or the Class P Stockholders; and Brian Dick and Jeff Forte, or the Class D Stockholders. Pursuant to the
Stockholders Voting Agreement, the Class P Stockholders and the Class D Stockholders agreed to vote all shares of our common stock owned by them or acquired by them in the future for a board consisting of six Class P Directors as designated by the
Class P Stockholders or, in the absence of such designation, a majority of the Class P Directors, and three Class D Directors as designated by the Class D Stockholders, or in the absence of such designation, a majority of the Class D Directors.
Mr. Cheney was designated by the Class D Stockholders to be one of the initial three Class D Directors.
There are no other
arrangements or understandings pursuant to which Mr. Cheney was appointed as a director of our company. There are no family relationships among any of our directors, executive officers, and Mr. Cheney. There are no related party
transactions between us and Mr. Cheney reportable under Item 404(a) of Regulation S-K.
Item 5.07. Submission of Matters to a Vote of
Security Holders.
On October 18, 2013, we held an annual meeting of stockholders to consider and vote upon the following
proposals: (1) to elect three directors, each to serve for a three-year term expiring in 2016; (2) to provide a non-binding advisory vote on the compensation of our named executive officers for fiscal 2012 (say-on-pay);
(3) to provide a non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers (say-on-frequency); (4) to approve our 2012 Incentive Compensation Plan;
(5) to approve an amendment to our articles of incorporation to increase the total number of authorized shares of common stock from 100,000,000 to 200,000,000; (6) to approve an amendment to our articles of incorporation to change our name
to Quest Resource Holding Corporation; (7) to authorize our Board of Directors to effect a future amendment to our articles of incorporation to effect a reverse stock split of our common stock with a ratio within a range of 1-for-2 to 1-for-5,
with the exact ratio within such range to be determined by our Board of Directors in its discretion; and (8) to ratify the appointment of Semple, Marchal and Cooper, LLP, an independent registered public accounting firm, as the independent
registered public accountant of our company for the fiscal year ending December 31, 2013.
The following directors were elected at
the annual meeting:
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Director |
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Votes Cast For |
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Votes Withheld |
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Broker Non-Votes |
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Michael F. Golden |
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84,111,847 |
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Colton R. Melby |
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84,111,847 |
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Barry M. Monheit |
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84,111,847 |
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Our stockholders approved the compensation of our named executive officers on a non-binding, advisory basis.
The results of the vote to approve this proposal were as follows:
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Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non- Votes |
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Say-on-pay proposal |
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84,054,623 |
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11,806 |
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45,518 |
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Our stockholders recommended on a non-binding, advisory basis that the advisory vote on the
compensation of our named executive officers be held every year. The results of the vote on this proposal were as follows:
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One Year |
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Two Years |
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Three Years |
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Abstentions |
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Broker Non- Votes |
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Say-on-frequency proposal |
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84,060,553 |
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9,200 |
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23,438 |
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Based upon these results, our Board of Directors determined to hold an advisory vote on the compensation of
our named executive officers every year, until the next required vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers.
Our stockholders approved our 2012 Incentive Compensation Plan. The results of the vote to approve this proposal were as follows:
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Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non- Votes |
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Approval of our 2013 Incentive Compensation Plan |
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84,080,809 |
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5,200 |
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25,938 |
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Our stockholders approved an amendment to our articles of incorporation to increase the total number of
authorized shares of common stock from 100,000,000 to 200,000,000. The results of the vote to approve this proposal were as follows:
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Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non- Votes |
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Approval of an amendment to our articles of incorporation to increase the total number of authorized shares of common stock |
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85,649,444 |
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129,671 |
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Our stockholders approved an amendment to our articles of incorporation to change our name to Quest Resource
Holding Corporation. The results of the vote to approve this proposal were as follows:
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Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non- Votes |
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Approval of an amendment to our articles of incorporation to change our name to Quest Resource Holding Corporation |
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85,730,982 |
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10,635 |
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37,500 |
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Our stockholders authorized our Board of Directors to effect a future amendment to our articles
of incorporation to effect a reverse stock split of our common stock with a ratio within a range of 1-for-2 to 1-for-5, with the exact ratio within such range to be determined by our Board of Directors in its discretion. The results of the vote to
approve this proposal were as follows:
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Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non- Votes |
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Authorization of our Board of Directors to effect a future amendment to our articles of incorporation to effect a reverse stock split
of our common stock with a ratio within a range of 1-for-2 to 1-for-5 |
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85,706,763 |
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72,353 |
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Our stockholders ratified the appointment of Semple, Marchal and Cooper, LLP as our independent registered
public accountants for the fiscal year ending December 31, 2013. The results of the vote to approve this proposal were as follows:
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Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non- Votes |
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Ratification of Semple, Marchal and Cooper, LLP as independent registered public accountants |
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85,678,117 |
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97,000 |
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Broker non-votes did not affect the outcome of any proposal voted on at the meeting.
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.
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Date: October 24, 2013 |
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INFINITY RESOURCES HOLDINGS CORP. |
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By: |
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/s/ Brian S. Dick |
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Brian S. Dick |
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President and Chief Executive Officer |
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