Attached files
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EX-3.1 - EXHIBIT 3.1 - Riot Blockchain, Inc. | ex3x1.htm |
EX-10.2 - EXHIBIT 10.1 - Riot Blockchain, Inc. | ex10x1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 11, 2013
Venaxis, Inc.
(Exact name of Registrant as specified in its charter)
Colorado
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001-33675
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84-155338
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1585 South Perry Street
Castle Rock, Colorado
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80104
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(303) 794-2000
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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))
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The annual meeting of shareholders of Venaxis, Inc. (the “Company”) for 2013 was held on June 11, 2013 (the “Annual Meeting”). At the Annual Meeting, the shareholders approved an amendment (the “Amendment”) to the Amended and Restated 2002 Stock Incentive Plan, as amended (the “Plan”) to increase the number of shares of Common Stock reserved under the Plan from 1,487,205 to 1,912,205. A copy of the Amendment is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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The Company filed Articles of Amendment to its Articles of Incorporation, as amended, on June 13, 2013 (the “Articles of Amendment”). The Articles of Amendment were filed to amend the Articles of Incorporation to increase the total number of shares of Common Stock the Company is authorized to issue from 30,000,000 to 60,000,000. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting, the total number of shares represented in person or by proxy was 7,503,844 of the 9,954,380 shares of Common Stock outstanding and entitled to vote at the Annual Meeting as of the record date, April 29, 2013. The following matters were voted upon at the Annual Meeting:
1. Election of Directors. The following named persons were elected as Directors of the Company to serve until the next Annual Meeting of Shareholders in 2014 or until their successors are elected and qualified. The votes cast were as follows:
Director Nominee
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For
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Vote Withheld
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Stephen T. Lundy
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1,910,782
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344,608
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Gail S. Schoettler
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1,911,016
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344,374
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Susan A. Evans
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1,934,485
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320,905
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Daryl J. Faulkner
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1,824,454
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430,936
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John H. Landon
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1,947,883
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307,507
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David E. Welch
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1,947,772
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307,618
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Stephen A. Williams
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1,971,123
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284,267
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2. Approval of Amendment to Articles of Incorporation. The shareholders voted to amend the Company’s Articles of Incorporation to increase number of authorized shares from 30,000,000 to 60,000,000. The shareholder vote was as follows:
4,888,546 votes
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FOR the resolution
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2,612,992 votes
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AGAINST the resolution
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2,306 votes
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ABSTAIN
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3. Approval of Amendment to 2002 Stock Incentive Plan. The shareholders voted to amend the Plan to increase the number of shares of Common Stock reserved under the Plan by 425,000 shares from 1,487,205 to 1,912,205 shares. The shareholder vote was as follows:
1,763,931 votes
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FOR the resolution
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490,065 votes
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AGAINST the resolution
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1,394 votes
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ABSTAIN
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4. Say on Pay. The shareholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers for 2012, as described in accordance with Regulation S-K, Item 402. The shareholder vote was as follows:
1,776,611 votes
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FOR the resolution
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447,390 votes
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AGAINST the resolution
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31,389 votes
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ABSTAIN
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5. Frequency of Say-on-Pay Vote. The shareholders voted, on an advisory basis, for future annual say-on-pay votes. The shareholder vote was as follows:
1,665,395 votes
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For ONE YEAR
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96,374 votes
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For TWO YEARS
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474,600 votes
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For THREE YEARS
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19,021 votes
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ABSTAIN
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The Board had recommended to shareholders that they approve annual say-on-pay votes, and a majority of votes were cast in favor of future annual say-on-pay votes. Therefore, the Board of Directors of the Company has determined to hold future advisory say-on-pay votes on an annual basis until the next say-on-frequency vote is presented to shareholders.
6. Ratification of Independent Public Accountant. The shareholders ratified the appointment of GHP Horwath, P.C. as the Company's independent registered public accounting firm for the financial statements audit for the fiscal year ending December 31, 2013. The shareholder vote was as follows:
6,989,160 votes
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FOR the resolution
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453,592 votes
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AGAINST the resolution
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61,092 votes
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ABSTAIN
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibits
3.1
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Articles of Amendment to the Articles of Incorporation, as amended, of Venaxis, Inc., dated and filed June 13, 2013.
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10.1
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Amendment to Amended and Restated 2002 Stock Incentive Plan, as amended, of Venaxis, Inc., effective June 11, 2013.
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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, thereunto duly authorized.
Venaxis, Inc.
(Registrant)
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June 13, 2013
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By:
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/s/ Jeffrey G. McGonegal
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Name:
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Jeffrey G. McGonegal
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Title:
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Chief Financial Officer
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