Current Report Filing (8-k)

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): August 29, 2016

InterCloud Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-32037

65-0963722

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1030 Broad Street

Suite 102

Shrewsbury, NJ

07702

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (973) 630-5460

(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 240.13a-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

Annual Meeting of Stockholders

The 2016 Annual Meeting of the stockholders of InterCloud Systems, Inc. (the “Company”) was held on August 29, 2016, in Spring Lake, New Jersey. Stockholders representing 26,664,307 shares, or 74.89%, of the outstanding shares of the Company’s common stock as of July 15, 2016, the record date for the meeting, were present in person or were represented at the meeting by proxy. Final voting results are shown below.

Election of Directors

The following individuals were each elected as a Class III Director by a majority of the votes cast:

	Votes Cast For					Vote Cast Against
Nominee for Director	Number		% of Votes Cast			Number		% of Votes Cast			Abstain		Broker Non-Votes
Mark Munro		13,353,365		90.98	%		0		0	%		1,323,410		11,987,532
Charles K. Miller		13,182,980		89.82	%		0		0	%		1,493,795		11,987,532

Approval of Reverse Stock Split

The approval of the proposal to effect, at any time prior to the one-year anniversary of the Annual Meeting, a reverse stock split of all outstanding shares of the Company’s common stock at an exchange ratio of up to one-for-four shares received the affirmative vote of a majority of the outstanding shares of the Company’s common stock and was passed.

Votes Cast For					Vote Cast Against
Number		% of Votes Cast			Number		% of Votes Cast			Abstain		Broker Non-Votes
	23,280,108		87.30	%		2,750,078		10.31	%		634,121		0

Ratification of Appointment of Independent Registered Public Accounting Firm

The ratification of the appointment of an independent registered public accounting firm, WithumSmith + Brown, PC, to audit the Company’s consolidated financial statements for the year ending December 31, 2016, received the affirmative vote of a majority of the votes cast and was passed.

Votes Cast For					Vote Cast Against
Number		% of Votes Cast			Number		% of Votes Cast			Abstain		Broker Non-Votes
	25,883,799		97.07	%		633,363		2.37	%		147,145		0

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.