ITEM
5.02
DEPARTURE OF DIRECTORS OR CERTAIN
OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On
October 18, 2018, the 2013 Equity Incentive Plan (the “2013 Plan”) of Sigma Labs, Inc. (“we,” “our,”
“us,” or the “Company”), was amended to fix at 1,650,000 shares the aggregate number of shares of our
common stock issued or issuable under the 2013 Plan.
On
October 18, 2018, Darren Beckett’s title was changed from Vice President of Engineering to Chief Technology Officer of the
Company. On October 18, 2018, the Company also increased the annual base salary of Mr. Beckett from $135,000 to $180,000, effective
retroactive to September 16, 2018. Mr. Beckett has served as an employee of the Company since September 25, 2017, pursuant to
an “at will” employment agreement with the Company, under which he was engaged to serve as our Engineering Manager.
Under the agreement, Mr. Beckett was entitled to receive an annual base salary of $135,000 prior to the foregoing increase, and
is eligible to receive medical and dental benefits, life insurance, short and long-term disability coverage, and to participate
in the Company’s Section 125 cafeteria plan, vision plan and 401K plan.
Mr.
Beckett, age 45, served as our Engineering Manager beginning on September 25, 2017, and was appointed as our Vice President of
Engineering on June 29, 2018. Mr. Beckett has over 20 years of experience in the semiconductor industry, including since 1997
with Intel Corporation at which he held various technical and managerial positions, including process engineer of ion implant
charged particle systems, chemical vapor deposition systems, and, since 2008, engineering manager of multiple engineering groups
such as rapid thermal anneal, defect metrology equipment and fab environment micro contamination. Mr. Beckett’s expertise
is in process engineering for advanced manufacturing technology, including statistical process control for fabrication of semiconductor
devices. Mr. Beckett serves as an independent director and board member of M&T Foundation, San Diego, California. Mr. Beckett
earned a B.S. in Mechanical Engineering from Limerick University, Limerick Ireland. Mr. Beckett has no family relationship with
any of the Company’s officers and directors.
The
foregoing description of the employment agreement does not purport to be a complete description of the terms and conditions therein.
The full text of such agreement will be filed as an exhibit to our Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2018.
Effective
October 19, 2018, our Amended and Restated Articles of Incorporation, as amended, was amended pursuant to a Certificate of Amendment
filed with the Nevada Secretary of State to increase the authorized number of shares of our common stock to 22,500,000. A copy
of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM
5.07
SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS.
Annual
Meeting of Stockholders
On
October 18, 2018, we held our 2018 Annual Meeting of Stockholders (the “Annual Meeting”). Our stockholders acted upon
the following proposals at the Annual Meeting:
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Proposal
1
: To elect John Rice to serve as a Class I director until the 2021 Annual Meeting of Stockholders;
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Proposal
2:
To approve an amendment to our 2013 Plan to fix at 1,650,000 shares the aggregate number of shares of our common stock
issued or issuable under the 2013 Plan;
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Proposal
3:
To approve an amendment to our Amended and Restated Articles of Incorporation to increase the authorized number of
shares of common stock to 22,500,000;
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Proposal
4
: To approve, by non-binding vote, the compensation of our named executive officers as disclosed in our proxy statement;
and
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Proposal
5
: To ratify the selection of Haynie & Company as our independent registered public accounting firm for the fiscal
year ending December 31, 2018.
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Voting
Results
Proposal
1
: Mr. Rice was elected as a Class I director with 3,352,907 “FOR” votes and 211,860 “WITHHELD” votes.
There were 2,321,125 broker non-votes in connection with this proposal.
Proposal
2
: This proposal was approved with 3,425,267 “FOR” votes, 100,048 “AGAINST” votes and 39,452 “ABSTAIN”
votes. There were 2,321,125 broker non-votes in connection with this proposal.
Proposal
3
: This proposal was approved with 5,243,179 “FOR” votes, 393,078 “AGAINST” votes and 249,635 “ABSTAIN”
votes. There were no broker non-votes in connection with this proposal.
Proposal
4
: This proposal was approved with 3,266,631 “FOR” votes, 73,200 “AGAINST” votes and 224,936 “ABSTAIN”
votes. There were 2,321,125 broker non-votes in connection with this proposal.
Proposal
5
: This proposal was approved with 5,681,146 “FOR” votes, 7,555 “AGAINST” votes and 197,187 “ABSTAIN”
votes. There were no broker non-votes in connection with this proposal.