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EX-3.1 - EX-3.1 - VERTICAL COMPUTER SYSTEMS INCs100813_ex3-1.htm

 

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):  February 26, 2015

 

Vertical Computer Systems, Inc.
(Exact Name of Registrant as Specified in Its Charter)

 

Delaware
(State or Other Jurisdiction of Incorporation)

 

000-28685   65-0393635
(Commission File Number)   (I.R.S. Employer Identification No.)

 

101 West Renner Road, Suite 300

Richardson, Texas

  75082
(Address of Principal Executive Offices)   (Zip Code)

 

(972) 437-5200
(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:

 

            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

            Soliciting material pursuant to Rule 14a-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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

On February 27, 2015, Vertical Computer Systems, Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation (the “Amended Certificate of Incorporation”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock to 2,000,000,000. The Amended Certificate of Incorporation became effective immediately upon filing. The full text of the Amended Certificate of Incorporation is filed as Exhibit 3.1.

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Annual Meeting of Stockholders

 

The 2015 Annual Meeting of the stockholders of Vertical Computer Systems, Inc. was held on February 25, 2015, in Richardson, Texas. Stockholders representing 890,462,180 shares, or approximately 87% of the common stock and common stock equivalents (Series A Preferred Stock) as of the January 5, 2015 record date were present in person or were represented at the meeting by proxy, which constituted a quorum to conduct business at the meeting. Final voting results are shown below. Each matter was determined by a majority of votes cast, except that the advisory approval of executive compensation was a non-binding proposal and the preference of the stockholders was determined by the choice receiving the greatest number of votes.

 

Proposal 1 Elect two  Directors to serve until the next Annual Meeting of Shareholders and until their successors are dully elected
           
    FOR   WITHHELD BROKER NON-VOTES
           
  Richard S. Wade 347,933,815   40,087,781 502,440,584
  William K. Mills 338,642,158   49,379,438 502,440,584
           
           
Proposal 2 Amend the Certificate of Incorporation to increase the authorized shares of Common Stock from 1,000,000,000 to 2,000,000,000.
           
     FOR  AGAINST  ABSTAIN  
     
      739,151,028     144,297,020 7,014,132  
           
Proposal 3 Approve on an advisory basis the compensation of the Company’s Named Executive Officers.
           
     FOR  AGAINST  ABSTAIN  BROKER NON-VOTES
           
      303,457,969    58,546,486   26,017,141  502,440,584
           
Proposal 4 Approve on an advisory basis the frequency of say-on-pay votes.
           
     ONE YEAR  TWO YEARS  THREE YEARS  BROKER NON-VOTES
           
      140,417,779    6,246,748     230,224,393  513,571,360
           
Proposal 5 Ratify Malone & Bailey, LLP as the independent registered public accountant for the year ended December 31, 2014.
           
     FOR  AGAINST  ABSTAIN  
           
      828,388,730     56,936,077 5,137,373  

 

 

 
 

 

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

Exhibit Number  

Description

 

     
3.1   Certificate of Amendment of Certificate of Incorporation of Vertical Computer Systems, Inc., filed with the Secretary of State of the State of Delaware on February 27, 2015

 

 

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.

 

 

 

  Vertical Computer Systems, Inc.
  (Registrant)

 

Date: February 27, 2015 By: /s/ Richard Wade  
              Richard Wade            
              President/CEO

 

 

 
 

 

EXHIBIT INDEX

 

 

 

Exhibit Number Description

 

3.1

 

Certificate of Amendment of Certificate of Incorporation of Vertical Computer Systems, Inc., filed with the Secretary of State of the State of Delaware on February 27, 2015.