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): July 1, 2011
BONDS.COM GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51076
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38-3649127
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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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529 5th Avenue, 8th Floor
New York, New York 10017
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(Address of principal executive offices) (Zip Code)
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(212) 946-3998
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On July 1, 2011, Bonds.com Group, Inc. (“we,” or the “Company”) held its 2011 Annual Meeting of Stockholders. The proposals voted upon at the 2011 Annual Meeting were (1) the election of Edwin L. Knetzger, III, Michael O. Sanderson, David S. Bensol, Jeffrey M. Chertoff, George P. James, Patricia Kemp and H. Eugene Lockhart as directors of the Company to serve until the 2012 Annual Meeting of Stockholders, (2) the amendment of the Company’s Certificate of Incorporation to increase the number of shares of common stock we are authorized to issue from 300,000,000 to 1,500,000,000, and (3) the adjournment, postponement or continuation of the meeting if necessary to permit further solicitation of proxies if there were insufficient votes to approve either of the foregoing proposals. All seven nominees for director were elected and the remaining proposals approved by the requisite votes of the Company’s stockholders. Each of the foregoing proposals are described in more detail in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 25, 2011.
The final voting results for the election of directors were as follows:
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Director
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Votes For
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Votes Withheld
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Abstentions
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Broker Non-Votes
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Edwin L. Knetzger, III
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200,590,797 | 286,160 | 0 | 2,908,550 | ||||||||||||
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Michael O. Sanderson
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200,590,797 | 286,160 | 0 | 2,908,550 | ||||||||||||
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David S. Bensol
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200,590,797 | 286,160 | 0 | 2,908,550 | ||||||||||||
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Jeffrey M. Chertoff
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200,590,797 | 286,160 | 0 | 2,908,550 | ||||||||||||
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George P. Jameson
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200,590,797 | 286,160 | 0 | 2,908,550 | ||||||||||||
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Patricia Kemp
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200,590,763 | 286,194 | 0 | 2,908,550 | ||||||||||||
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H. Eugene Lockhart
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200,590,763 | 286,194 | 0 | 2,908,550 | ||||||||||||
The final voting results for the amendment of the Company’s Certificate of Incorporation to increase the number of shares of common stock we are authorized to issue from 300,000,000 to 1,500,000,000 were as follows:
Holders of Common Stock Voting as a Separate Class:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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| 67,801,247 | 1,141,558 | 13,052 | 0 | |||||||||||
Holders of Common Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock voting together as a single class:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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| 202,630,897 | 1,141,558 | 13,052 | 0 | |||||||||||
The final voting results for the adjournment, postponement or continuation of the meeting if necessary to permit further solicitation of proxies if there were insufficient votes to approve either of the foregoing proposals were as follows (though no such adjournment, postponement or continuation was necessary or took place):
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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| 202,700,390 | 720,243 | 364,874 | 0 | |||||||||||
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: July 6, 2011
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BONDS.COM GROUP, INC
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By:
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/s/Jeffrey M. Chertoff
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Name:
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Jeffrey M. Chertoff | ||
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Title:
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Chief Financial Officer | ||