8-K: Current report filing
Published on November 15, 2016
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): November 8, 2016
SYSOREX GLOBAL
(Exact name of registrant as specified in its charter)
Nevada | 001-36404 | 88-0434915 | ||
(State
or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
2479 E. Bayshore Road, Suite 195 Palo Alto, CA |
94303 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (408) 702-2167
No change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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.
On November 8, 2016, Sysorex Global (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted to: (1) elect five nominee directors to the Company’s board of directors (the “Board”); (2) authorize an amendment to the Company’s Restated Articles of Incorporation to effect a reverse stock split of the Company’s common stock (the “Common Stock”), at a ratio between 1-for-5 and 1-for-15, to be determined at the discretion of the Board, for the purpose of complying with NASDAQ Listing Rule 5550(a)(2), subject to the Board’s discretion to abandon the amendment (the “Reverse Split Proposal”); (3) approve, in accordance with NASDAQ Listing Rule 5635(d), the potential issuance in excess of 20% of the Company’s outstanding shares of common stock in connection with the conversion of securities issued to Hillair Capital Investment L.P. and any resulting change of control, as defined by NASDAQ Listing Rule 5635(b) (the “20% Issuance Proposal”); (4) ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016; (5) approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the meeting to approve the Reverse Split Proposal and/or the 20% Issuance Proposal. The proposals were approved based on the voting results as follows:
Proposal 1: Election of Directors.
Nominee Director | Votes For | Votes Against |
Abstentions | Broker Non-Votes |
||||||||||||
Nadir Ali | 6,784,713 | 2,325,091 | 50,747 | 10,348,090 | ||||||||||||
Leonard Oppenheim | 7,086,716 | 1,670,216 | 403,619 | 10,348,090 | ||||||||||||
Thomas Steding | 1,871,967 | 7,201,217 | 87,367 | 10,348,090 | ||||||||||||
Kareem Irfan | 6,416,861 | 2,612,863 | 130,827 | 10,348,090 | ||||||||||||
Tanveer Khader | 6,863,420 | 2,170,764 | 126,367 | 10,348,090 |
With respect to the election of directors, the nominees will be elected by a majority of the votes cast by the holders of shares of Common Stock present in person or represented by proxy and entitled to vote in the election. Abstentions and broker non-votes are counted for purposes of establishing a quorum but do not have any effect on the election of the nominees. Accordingly, Mr. Ali, Mr. Oppenheim, Mr. Irfan and Mr. Khader were elected as directors to serve until the next annual meeting of stockholders, and Mr. Steding was not elected as a director.
Proposal 2: Authorize an amendment to the Company’s Restated Articles of Incorporation to effect a reverse stock split of the Company’s common stock, at a ratio between 1-for-5 and 1-for-15, to be determined at the discretion of the Board, for the purpose of complying with NASDAQ Listing Rule 5550(a)(2), subject to the Board’s discretion to abandon the amendment.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
16,114,595 | 2,813,701 | 580,745 | 0 |
Proposal 3: Approve, in accordance with NASDAQ Listing Rule 5635(d), the potential issuance in excess of 20% of the Company’s outstanding shares of common stock in connection with the conversion of securities issued to Hillair Capital Investment L.P. and any resulting change of control, as defined by NASDAQ Listing Rule 5635(b).
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
8,926,166 | 163,114 | 71,271 | 10,348,090 |
Proposal 4: Ratify the appointment of Marcum LLP as the Company independent registered public accounting firm for the fiscal year ending December 31, 2016.
Votes For | Votes Against | Abstentions | ||||||||
17,369,032 | 1,505,680 | 633,929 |
Proposal 5: Approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the meeting to approve the Reverse Split Proposal and/or the 20% Issuance Proposal.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
18,030,705 | 841,124 | 636,812 | 0 |
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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.
SYSOREX GLOBAL | ||
Date: November 14, 2016 | By: | /s/ Nadir Ali |
Name: Nadir Ali Title: Chief Executive Officer |
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