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
September 28, 2012
Date of Report
[Date of Earliest Event Reported]
PCS EDVENTURES!.COM, INC.
(Exact name of Registrant as specified in its Charter)
| IDAHO | 000-49990 | 82-0475383 |
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Incorporation) |
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345 Bobwhite Court, Suite 200
Boise, Idaho 83706
(Address of Principal Executive Offices)
(208) 343-3110
(Registrant’s Telephone Number, including area code)
N/A
(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 (see general instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14-a-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 September 28, 2012, the Company held its 2012 Annual Meeting of Shareholders. Two proposals were submitted to and approved by the Company’s shareholders. Of the 46,707,782 shares of common stock outstanding at August 10, 2012 (the record date), the holders of 40,417,113 shares, representing 86.53% of the outstanding shares entitled to vote as of the record date, which constituted a quorum, were represented at the meeting in person or by proxy. A quorum is the presence, in person or by proxy, of the holders of a majority of the shares of the common stock entitled to vote. Under Idaho law, an abstaining vote and a broker “non-vote” are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at the annual meeting. The proposals are described in detail in the Company’s Proxy Statement that was filed with the Securities and Exchange Commission on August 13, 2012. The final results were as follows:
Proposal No. 1.
| Election of Members to the Board of Directors | For | Abstain | Broker Non-Vote |
| Donald J. Farley | 13,047,967 | 11,845,742 | 15,523,404 |
| Dehryl A. Dennis | 12,998,117 | 11,895,592 | 15,523,404 |
| Michael K. McMurray | 13,222,940 | 11,670,769 | 15,523,404 |
| Todd R. Hackett | 24,643,305 | 250,404 | 15,523,404 |
| Robert O. Grover | 23,888,867 | 1,004,842 | 15,523,404 |
Proposal No. 2.
| Ratify M&K, CPAS, PLLC, as Independent Auditors: | For | Against | Abstain |
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| 38,587,797 | 1,632,339 | 196,977 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
PCS EDVENTURES!.COM, INC.
| Date: | October 10, 2012 |
| By: | /s/Leann R. Gilberg |
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| Leann R. Gilberg |
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| CFO |
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