Current Report Filing (8-k)
February 05 2019 - 3:46PM
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):
January
31, 2019
Global Digital Solutions, Inc.
(Exact
name of registrant as specified in its charter)
New Jersey
|
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000-26361
|
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22-3392051
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(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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777 South Flagler Drive, Suite 800 West Tower, West Palm Beach, FL
33401
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(Address
of principal executive offices)
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(561) 515-6163
Registrant's
telephone number, including area code
(Former
name or former address, if 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:
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))
Item 5.07 - Submission of Matters to a Vote of Security
Holders.
The
2018 Annual Meeting of the stockholders of Global Digital
Solutions, Inc., was held on January 31, 2019, in Rancho Cordova,
California. Stockholders representing 506,814,742 shares, or 89.45%
of the common shares outstanding as of the record date, December
13, 2018, were present in person or were represented at the meeting
by proxy.
All
proposals received the affirmative vote of a majority of the votes
cast and were passed, and the final voting results are included
below. Each proposal was determined by a majority of votes cast,
except that the advisory votes were nonbinding in nature, and the
preferences of the shareholders were determined by the selection
receiving the greatest number of votes.
Proposal
1:
As to
the election of directors, the number of votes cast in favor of and
against each nominee was as follows:
Director Nominee
Name
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|
Number of Votes
For
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Number of Votes
Withheld
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William
Delgado
|
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460,903,665.000
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40,376,684.000
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Proposal
2:
To approve Turner,
Stone & Company, LLP, as our independent registered public
accounting firm for the fiscal year ending December 31, 2019, the
voting was as follows:
Number of Votes
For
|
|
Number of Votes
Against
|
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Abstentions
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469,491,245.000
|
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37,323,497.000
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|
0
|
Proposal
3:
To approve an
amendment to our Articles of Incorporation to increase our
authorized common shares to Two Billion (2,000,000,000) shares from
the current Six Hundred Fifty Million (650,000,000) shares. The par
value of the common shares will not be changed. The voting was as
follows:
Number of Votes
For
|
|
Number of Votes
Against
|
|
Abstentions
|
437,975,615.000
|
|
62,208,124.000
|
|
1,096,610.000
|
Proposal
4:
To approve a
Special Litigation Committee, consisting of William Delgado, to
investigate the claims and allegations in litigations deriving from
the conduct of the Board of Directors and the Officers leading to
the Securities and Exchange Commission complaint (the
"Litigations"), to evaluate whether the Company should pursue any
of the claims asserted in the Litigations, and to prepare such
reports, arrive at such decisions, and take such other actions in
connection with the Litigations as the Special Litigation Committee
in its discretion deems appropriate and in the best interests of
the Company and its stockholders, in accordance with New Jersey
law. The voting was as follows:
Number of Votes
For
|
|
Number of Votes
Against
|
|
Abstentions
|
436,145,225.000
|
|
55,235,124.000
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9,900,000.000
|
Proposal
5:
To transact such
other business as may properly come before the Annual Meeting. The
voting was as follows:
Number of Votes
For
|
|
Number of Votes
Against
|
|
Abstentions
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467,742,448.000
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14,920,842.000
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24,151,452.000
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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.
Dated:
February 5, 2019
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GLOBAL DIGITAL SOLUTIONS, INC.
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By:
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/s/ William
Delgado
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William
Delgado
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Chief
Executive Officer
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