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EX-3.2.1 - EX-3.2.1 - COMARCO INC | a59921exv3w2w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2011
Comarco, Inc.
(Exact name of registrant as specified in its charter)
000-05449
(Commission File Number)
(Commission File Number)
California | 95-2088894 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation) |
25541 Commercentre Drive, Lake Forest, California | 92630-8870 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (949) 599-7400
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:
o Written 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. Submission of Matters to a Vote of Security Holders. | ||||||||
Item 9.01 Financial Statements and Exhibits. | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EX-3.2.1 |
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2011 Annual Meeting of Shareholders (the Annual Meeting) of the Company was held on July
21, 2011. At that Meeting, the Companys shareholders voted on the following four proposals: (i)
an amendment to the Section 1(a) of Article IV of the Companys Bylaws to reduce the authorized
number of the Companys directors to a minimum of four and a maximum of seven directors; (ii) the
election of five directors to serve until the 2012 Annual Meeting of Shareholders and until their
successors are elected; (iii) approval of the adoption of the Companys 2011 Equity Incentive Plan,
which sets aside a total of 750,000 shares (subject to adjustment as provided in the Plan) of the
Companys common stock for the grant of options, restricted shares and other equity incentives to
the Companys officers and other key employees and directors; and (iv) ratification of the
appointment of Squar, Milner, Peterson, Miranda & Williamson LLP as the Companys independent
registered public accounting firm for the fiscal year ending January 31, 2012. Only shareholders
of record as of May 31, 2011 (the Record Date) were entitled to notice of and to vote at the
Annual Meeting.
The results of the voting on each of the four proposals at the Annual Meeting are set forth
below.
Proposal 1. Bylaw Amendment. The amendment to Section 1(a) of Article IV of the Companys
Bylaws, reducing the authorized number of directors to a minimum of four and a maximum of seven
required the affirmative vote of the holders of at least a majority of the Companys outstanding
shares. Each shareholder was entitled to cast a number of votes for or against this proposal equal
to the number of shares owned by the shareholder as of the Record Date. The Bylaw amendment was approved by the following vote of
the Companys shareholders:
Votes For | Percent(1) | Votes Against | Percent(1) | Abstentions | Percent(1) | |||||||||||||||
4,176,955 |
56.9 | % | 233,648 | 3.2 | % | 22,871 | 0.3 | % |
(1) | As a percentage of the outstanding shares. |
There
were a total of 2,634,406 broker non-votes with respect to the Bylaw
amendment.
A copy of the amendment to Section 1(a) of Article IV of the Companys Bylaws, as
approved by the shareholders is attached as Exhibit 3.2.1 to and incorporated by this reference
into this Current Report on Form 8-K.
Proposal 2. Election of Directors. At the Annual Meeting a total of five candidates were
nominated for election to the Board of Directors to serve for a term of one year and until their
successors are elected. Each shareholder was entitled to cast a number of votes equal to the
number of shares of common stock held of record by such shareholder as of the Record Date for each
of up to five nominees and the five nominees receiving the highest number of votes cast were
elected.
All five candidates for election to the Board were nominated by the Board of Directors. As a
result, the election was uncontested and all of those five candidates were elected to serve as the
directors of the Company for the ensuing year. The following table sets forth the names of those
five candidates and the respective numbers of votes cast for, and the respective numbers of votes
withheld their election:
Votes Cast | ||||||||
For | Withheld | |||||||
Paul Borowiec |
4,416,288 | 16,916 | ||||||
Wayne G. Cadwallader |
4,416,288 | 16,916 | ||||||
Richard T. LeBuhn |
4,387,040 | 46,209 | ||||||
Michael R. Levin |
4,416,254 | 16,995 | ||||||
Michael H. Mulroy |
4,416,266 | 16,998 |
There were a total of 2,634,406 broker non-votes with respect to the election of directors.
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Proposal 3. Adoption of the Companys 2011 Equity Incentive Plan. Approval of the adoption of
the 2011 Equity Incentive Plan required the affirmative vote of a majority of the shares present
and voting on that proposal at the Annual Meeting. Each shareholder was entitled to cast a number
of votes for or against this proposal equal to the number of shares owned by the shareholder as of
the Record Date. This proposal was approved by the following vote of the Companys shareholders:
Votes For | Percent(1) | Votes Against | Percent(1) | Abstentions | Percent(1) | |||||||||||||||
3,779,157 |
85.2 | % | 643,670 | 14.5 | % | 10,647 | 0.3 | % |
(1) | As a percentage of the total number of shares voted on this Proposal. |
There were a total of 2,634,406 broker non-votes with respect to this proposal.
Proposal 4. Ratification of Appointment of Independent Registered Public Accountants for
Fiscal 2012. At the Annual Meeting the Companys shareholders voted on a proposal to ratify the
appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP, as the Companys independent
registered public accounting firm for the year ending January 31, 2012. The vote required to
approve this proposal was a majority of the shares present and voting on that proposal at the
Annual Meeting. Each shareholder was entitled to cast a number of votes for or against this
proposal equal to the number of shares owned by the shareholder as of the Record Date.
The following table sets forth the respective numbers of votes cast for and against, and the
number of shares abstaining from, this proposal:
Votes For | Percent(1) | Votes Against | Percent(1) | Abstentions | Percent(1) | |||||||||||||||
6,830,587 |
96.6 | % | 224,856 | 3.2 | % | 12,437 | 0.2 | % |
(1) | As a percent of the total number of shares voted on this Proposal. |
There were no broker non-votes with respect to this proposal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description of Exhibit | |
3.2.1
|
Certificate of Amendment to Section 1(a) of Article IV of the Bylaws. |
2
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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.
Date: July 27, 2011 | COMARCO, INC. |
|||
By: | /s/ ALISHA K. CHARLTON | |||
Alisha K. Charlton | ||||
Vice President and Chief Accounting Officer |
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