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):   January 27, 2015

 

MAGNEGAS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   001-35586   26-0250418

(State or other jurisdiction of

incorporation)

  (Commission File Number)  

(IRS Employee

Identification No.)

 

150 Rainville Road

Tarpon Springs, FL 34689

 (Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code: (727) 934-3448

 

Not applicable

 (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):

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
oPre-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 January 27, 2015, MagneGas Corporation (the “Company”) held its annual meeting of stockholders (the “Meeting”) At the Meeting, the stockholders voted on the following two (2) proposals described in detail in the Company’s definitive information statement for the Meeting (the “Information Statement”) filed with the Securities and Exchange Commission on January 9, 2015. As of the record date for the Meeting, there were approximately 36,691,505 shares of the Company’s common stock, par value $0.001 per share, issued and outstanding and entitled to one vote for each share held. As of the record date for the Meeting there were 1,000,000 shares of the Company’s Series A Preferred Stock, par value $0.001 per share, held by Global Alpha LLC (the “Majority Holder”) issued and outstanding and entitled to 100,000,000,000 votes.  The Majority Holder was present at the Meeting.  As a result, there were 2,307,829 shares of common stock and 1,000,000 shares of Series A Preferred Stock present and the aggregate number of votes was 100,002,307,829, constituting a quorum.

 

Proposal 1 — To elect the nominees named in the Information Statement to the Board of Directors (the “Board”).

 

Nominee  For  Against  Withhold  Broker Non-Votes
             
Ermanno P. Santilli  100,002,307,829  0  0  0
Luisa Ingargiola  100,002,307,829  0  0  0
Carla Santilli  100,002,307,829  0  0  0
Christopher Huntington  100,002,307,829  0  0  0
Kevin Pollack  100,002,307,829  0  0  0
Robert L. Dingess  100,002,307,829  0  0  0
William W. Staunton III  100,002,307,829  0  0  0
Joe C. Stone  100,002,307,829  0  0  0

 

Based on the votes set forth above, the above-named individuals were duly elected to serve as directors of the Company for a term expiring until the next annual meeting or until their successors shall have been elected and qualified, or until their earlier death, resignation or removal.  

 

Proposal 2 — To ratify the appointment of DKM Certified Public Accountants as the Company’s independent registered public accounting firm for 2014.

 

The stockholders ratified the appointment of DKM Certified Public Accountants as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2014 with the following votes:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
          
100,002,307,829  0  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.

 

  MAGNEGAS CORPORATION
   
Date: January 28, 2015 By:   /s/ Ermanno Santilli
   

Ermanno Santilli

Chief Executive Officer