0001591913 false 0001591913 2021-10-22
2021-10-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 26,
2021 (October
22, 2021)
Innovative Payment Solutions, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
000-55648 |
|
33-1230229 |
(Commission File Number) |
|
(IRS
Employer Identification No.) |
56B 5th Street, Lot
1
Carmel by the Sea, CA 93921
(Address of principal executive offices)
(866) 477-4729
(Registrant’s telephone number, including area code)
(Former Name and Former Address)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of 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(b)
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:
None
Title of each
class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
|
|
|
|
|
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 October 22, 2021, Innovative Payment Solutions, Inc. (the
“Company”) conducted its 2021 annual meeting of stockholders (the
“Annual Meeting”). The number of shares of common stock entitled to
vote at the Annual Meeting was 353,951,679 shares outstanding as of
the record date (the “Voting Stock”). No other shares of the
Company’s capital stock were entitled to vote at the Annual
Meeting.
The number of shares of Voting Stock present or represented by
valid proxy at the Annual Meeting was 254,893,713 shares. At the
Annual Meeting, the Company’s stockholders (i) elected each of
William D. Corbett, Richard Rosenblum, James Fuller, Madisson
Corbett, Clifford Henry and David Rios as a director until the
Company’s next annual meeting or until their successors shall be
elected and qualified, (ii) ratified the appointment of RBSM LLP as
the Company’s independent registered public accounting firm for
fiscal year 2021, (iii) approved an amendment to the Company’s
Articles of Incorporation to effect a reverse stock split of the
issued and outstanding shares of common stock 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 two (2) to thirty
(30) shares of common stock, (iv) approved an amendment to the
Company’s Articles of Incorporation to increase the number of
authorized shares of common stock of the Company from 500,000,000
shares to 750,000,000 shares, (v) approved the Company’s 2021 Stock
Incentive Plan, (vi) approved the adjournment of the Annual
Meeting, (vii) approved the advisory vote on the approval of
executive compensation, and (viii) approved a three-year frequency
for holding an advisory vote on approval of executive compensation
on executive compensation. The Company’s stockholders did not
approve the amendment to the Company’s Articles of Incorporation to
provide the board with the authority to, at its discretion, fix by
resolution or resolutions, the designations, rights and privileges
of the company’s preferred stock. The following is a tabulation of
the voting on the proposals presented at the Annual Meeting:
Proposal No. 1 – Election of Directors
William D. Corbett, Richard Rosenblum, James Fuller, Madisson G.
Corbett, Clifford Henry and David Rios were each elected as a
director to serve for a one-year term that expires at the 2022
annual meeting of stockholders or until their successors shall be
elected and qualified. The voting results were as follows:
Nominee |
|
Shares Voted For |
|
|
Shares Withheld |
|
|
Broker Non-Vote |
|
William D.
Corbett |
|
|
70,395,740 |
|
|
|
23,675,884 |
|
|
|
56,282,344 |
|
Richard Rosenblum |
|
|
70,395,740 |
|
|
|
17,494,305 |
|
|
|
56,282,344 |
|
James Fuller |
|
|
70,395,740 |
|
|
|
17,410,706 |
|
|
|
56,282,344 |
|
Madisson G. Corbett |
|
|
70,395,740 |
|
|
|
25,044,212 |
|
|
|
56,282,344 |
|
Clifford W. Henry |
|
|
70,395,740 |
|
|
|
17,392,019 |
|
|
|
56,282,344 |
|
David Rios |
|
|
70,395,740 |
|
|
|
17,363,669 |
|
|
|
56,282,344 |
|
Proposal No. 2 – Ratification of the appointment of
independent registered public accounting firm
The appointment of RBSM LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2021
was ratified. The voting results were as follows:
Shares Voted For |
|
|
Shares Voted Against |
|
|
Shares Abstaining |
|
|
Broker Non-Vote |
|
|
239,555,405 |
|
|
|
12,362,974 |
|
|
|
2,975,334 |
|
|
|
0 |
|
Proposal No. 3 – Approval of Amendment to the Company’s
Articles of Incorporation to Effect a Reverse Stock Split of the
Issued and Outstanding Shares of Common Stock 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 Two (2) to Thirty
(30) Shares of Common Stock
An amendment to the Company’s Articles of Incorporation to effect
the reverse stock split at a ratio to be determined at the
discretion of the Board within a range of one (1) share of common
stock for every two (2) to thirty (30) shares of common stock was
approved. The voting results were as follows:
Shares Voted For |
|
|
Shares Voted Against |
|
|
Shares Abstaining |
|
|
Broker Non-Vote |
|
|
195,880,759 |
|
|
|
57,863,081 |
|
|
|
1,149,873 |
|
|
|
0 |
|
Proposal No. 4 – Approval of Amendment to the Company’s
Articles of Incorporation to increase the authorized shares of
common stock from 500,000,000 shares to 750,000,000
shares
An amendment to the Company’s Articles of Incorporation to the
authorized shares of common stock from 500,000,000 shares to
750,000,000 shares was approved. The voting results were as
follows:
Shares Voted For |
|
|
Shares Voted Against |
|
|
Shares Abstaining |
|
|
Broker Non-Vote |
|
|
183,720,861 |
|
|
|
68,276,157 |
|
|
|
2,896,695 |
|
|
|
0 |
|
Proposal No. 5 – Approval of the Company’s 2021 Stock
Incentive Plan
The Company’s 2021 Stock Incentive Plan was approved. The voting
results were as follows:
Shares Voted For |
|
|
Shares Voted Against |
|
|
Shares Abstaining |
|
|
Broker Non-Vote |
|
|
152,475,651 |
|
|
|
36,655,138 |
|
|
|
9,494,580 |
|
|
|
56,268,344 |
|
Proposal No. 6 – Approval of an Amendment to the Company’s
Articles of Incorporation to to Provide the Board With the
Authority to, at its Discretion, Fix by Resolution or Resolutions,
the Designations, Rights and Privileges of the Company’s Preferred
Stock
An amendment to the Company’s Articles of Incorporation to provide
the board with the authority, at its discretion, to fix by
resolution or resolutions, the designations, rights, and privileges
of the Company’s Preferred Stock was not approved. The voting
results were as follows:
Shares Voted For |
|
|
Shares Voted Against |
|
|
Shares Abstaining |
|
|
Broker Non-Vote |
|
|
151,318,460 |
|
|
|
40,681,950 |
|
|
|
6,624,959 |
|
|
|
56,268,344 |
|
Proposal No. 7 – Approval of The Adjournment of the Annual
Meeting
The adjournment of the annual meeting was approved, however it was
determined not to adjourn the Annual Meeting. The voting results
were as follows:
Shares Voted For |
|
|
Shares Voted Against |
|
|
Shares Abstaining |
|
|
Broker Non-Vote |
|
|
195,814,493 |
|
|
|
46,641,407 |
|
|
|
12,437,813 |
|
|
|
0 |
|
Proposal No. 8 – Advisory Vote on the Approval of Executive
Compensation
The advisory vote on the approval of executive compensation was
approved. The voting results were as follows:
Shares Voted For |
|
|
Shares Voted Against |
|
|
Shares Abstaining |
|
|
Broker Non-Vote |
|
|
151,271,699 |
|
|
|
37,633,504 |
|
|
|
9,720,166 |
|
|
|
56,268,344 |
|
Proposal No. 9 – Advisory Vote Regarding the Frequency of
Future Advisory Votes on Executive Compensation
The advisory vote regarding the frequency of future advisory votes
on executive compensation was approved for three years. The voting
results were as follows:
One Year |
|
|
Two Years |
|
|
Three Years |
|
|
Abstentions |
|
|
Broker Non-Vote |
|
|
66,895,310 |
|
|
|
3,141,057 |
|
|
|
128,279,874 |
|
|
|
14,000 |
|
|
|
56,577,472 |
|
SIGNATURE
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.
|
INNOVATIVE PAYMENT
SOLUTIONS, INC. |
|
|
Dated: October
26, 2021 |
By: |
/s/ William D.
Corbett |
|
Name: |
William D. Corbett |
|
Title: |
Chief Executive
Officer |
4
Innovative Payment Solut... (QB) (USOTC:IPSI)
Historical Stock Chart
From Apr 2022 to May 2022
Innovative Payment Solut... (QB) (USOTC:IPSI)
Historical Stock Chart
From May 2021 to May 2022