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

 

 

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