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): September 29, 2014

 

 

 

WPCS INTERNATIONAL INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

Delaware 001-34643 98-0204758

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

521 Railroad Avenue, Suisun City, California 94585

 

Registrant’s telephone number, including area code: (707) 421-1300

 

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 September 29, 2014, WPCS International Incorporated (the “Company”) held its annual meeting of stockholders, at which the Company’s stockholders approved four proposals and one proposal was rejected as it did not obtain the affirmative votes of the holders of a majority of shares issued and outstanding. The proposals are described in detail in its proxy statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, on August 26, 2014.

 

Proposal 1

 

The Company’s stockholders elected seven individuals to the Board of Directors as set forth below:

 

Name  Votes
For
   Votes
Withheld
   Broker
Non-Votes
 
Sebastian Giordano   5,696,633    130,510    4,662,654 
Charles Benton   5,725,161    102,012    4,662,654 
Kevin Coyle   5,708,963    118,210    4,662,654 
Norm Dumbroff   5,723,030    104,143    4,662,654 
Neil Hebenton   5,717,371    109,802    4,662,654 
Edward Gildea   5,725,310    101,863    4,662,654 
Divya Thakur   5,702,566    124,607    4,662,654 

 

Proposal 2

 

The Company’s stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2015, as set forth below:

 

Votes
For
   Votes
Against
   Abstentions 
 10,197,922    150,570    141,335 

 

Proposal 3

 

The Company’s stockholders rejected an amendment to the Certificate of Incorporation of the Company to increase the Company’s authorized shares of common stock from 14,285,714 to 75,000,000, as set forth below:

 

Votes
For
   Votes
Against
   Abstentions   Broker
Non-Votes
 
 4,654,761    1,007,496    164,916    4,662,654 

 

Proposal 4

 

The Company’s shareholders approved on an advisory basis, the compensation of the Company’s named executive officers, as set forth below:

 

Votes
For
   Votes
Against
   Abstentions   Broker
Non-Votes
 
 5,206,815    406,819    213,539    4,662,654 

 

Proposal 5

 

The Company’s shareholders approved on an advisory basis, a three-year frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation, as set forth below:

 

One Year   Two Years   Three Years   Abstentions   Broker
Non-Votes
 
 609,118    202,401    4,877,786    137,867    4,662,654 

 

 
 

 

SIGNATURE

 

Pursuant to the requirement 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.

 

 

  WPCS INTERNATIONAL INCORPORATED
   
Date:  September 29, 2014 By: /s/ SEBSTIAN GIORDANO
  Sebastian Giordano
  Interim Chief Executive Officer