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): December 2, 2013
PERNIX GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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333-92445 |
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36-4025775 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
151 E. 22nd Street Lombard, Il. |
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60148 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(630) 620-4787
(Registrants telephone number, including area code)
(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 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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 2, 2013, Pernix Group, Inc. (the Company) held its 2013 Annual Meeting of Stockholders (Annual Meeting). Each proposal subject to a vote at the Annual Meeting was described in detail in the Companys 2013 Proxy Statement. With respect to each of the proposals the Companys stockholders voted as indicated below.
1. Election of Directors (Proposal 1): Stockholders voted for election of the following candidates:
Director Name |
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For |
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Against |
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Abstentions |
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|
|
|
|
|
|
|
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Ralph Beck |
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9,149,662 |
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0 |
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0 |
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Don Gunther |
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9,149,662 |
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0 |
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0 |
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Trudy Clark |
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9,149,662 |
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0 |
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0 |
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Max Engler |
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9,146,722 |
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0 |
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2,940 |
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Ibrahim M. Ibrahim |
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9,149,662 |
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0 |
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0 |
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Carl Smith |
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9,149,662 |
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0 |
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0 |
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Nidal Zayed |
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9,146,722 |
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0 |
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2,940 |
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2. Independent Auditor of Record (Proposal 2): Stockholders did not ratify CohenReznick LLP as the Companys independent registered public accounting firm for 2013.
For |
|
Against |
|
Abstentions |
|
1,085,939 |
|
8,063,723 |
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0 |
|
3. Equity Incentive Plan (Proposal 3): Stockholders approved the Equity Incentive Plan for Employees, Directors and Consultants and the transfer of remaining equity shares from the Incentive Stock Option Plan and Long-Term Incentive Plans.
For |
|
Against |
|
Abstentions |
|
9,146,722 |
|
2,940 |
|
0 |
|
4. Deregistration of existing shares and file new Registration Statement (Proposal 4): Stockholders approved the deregistration of the shares on the existing registration statement and the filing of a new registration statement that will register up to 5,000,000 shares to be sold in a primary offering at a fixed price to be determined on or before May 1, 2014.
For |
|
Against |
|
Abstentions |
|
9,149,662 |
|
0 |
|
0 |
|
5. Amendment of the Certificate of Incorporation for total authorized shares (Proposal 5): Stockholders approved the amendment of the Certificate of Incorporation to increase the total number of authorized shares from 20,500,000 to 25,500,000.
For |
|
Against |
|
Abstentions |
9,146,722 |
|
2,940 |
|
0 |
6. Amendment of the Certificate of Incorporation for authorized preferred shares (Proposal 6): Stockholders approved the amendment of the Certificate of Incorporation to increase the number of authorized preferred shares from 500,000 to 5,500,000.
For |
|
Against |
|
Abstentions |
9,146,722 |
|
2,940 |
|
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.
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PERNIX GROUP, INC. | |
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By: |
/s/ Nidal Z. Zayed |
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Nidal Z. Zayed |
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President and Chief Executive Officer |
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By: |
/s/ Gregg D. Pollack |
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Gregg D. Pollack |
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Vice President Administration and Chief Financial Officer |
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|
|
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By: |
/s/ Carol J. Groeber |
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Carol J. Groeber |
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Corporate Controller and Principal Accounting Officer |
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Dated: December 6, 2013 |
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