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EX-3.1 - INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD.ex3-1.htm

 

 

 

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):

 

May 28, 2015

 

INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD.

(Exact name of registrant as specified in charter)

 

Nevada   000-26309   98-0200471
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

4235 Commerce Street, Little River, South Carolina   29566
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (843) 390-2500

 

     
  (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):

 

[  ] 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))

 

 

 

 
 

 

Section 3 – Securities and Trading Markets

 

Item 3.03. Material Modification to Rights of Security Holders.

 

As described in Item 5.07 below, on May 28, 2015, the stockholders of Integrated Environmental Technologies, Ltd. (the “Company”) approved the amended and restated articles of incorporation of the Company that provide for an increase in the number of the Company’s authorized shares of common stock, par value $.001 per share, from 400,000,000 to 600,000,000 shares. A copy of the Company’s amended and restated articles of incorporation is attached hereto as Exhibit 3.1.

 

Section 5 – Corporate Governance and Management

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The Company held its annual meeting of stockholders on May 28, 2015. At the annual meeting, a total of 245,306,302 shares, or 80.69%, of the Company’s common stock issued and outstanding as of the record date were represented in person or by proxy.

 

The final results for each of the matters submitted to a vote of stockholders at the annual meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2015.

 

Proposal Mo. 1 – Election of Directors. The stockholders elected all of the nominees for director, to serve on the Company’s board of directors until the next annual meeting of stockholders or until their respective successors are duly elected and qualified, by the votes set forth in the table below.

 

Name of Nominee  For   Withheld   Broker Non-Votes 
David R. LaVance   171,821,175    28,600,717    44,884,410 
Paul S. Clayson   171,821,175    28,600,717    44,884,410 
Michael D. Donnell   171,820,725    28,601,167    44,884,410 
Anthony Giordano, III   171,811,155    28,610,737    44,884,410 
Raymond C. Kubacki   115,721,427    84,700,465    44,884,410 
David N. Harry   171,820,175    28,601,717    44,884,410 

 

Proposal No. 2 – Adoption of Amended and Restated Articles of Incorporation. The stockholders approved the proposal to adopt the amended and restated articles of incorporation of the Company that provide for an increase in the number of authorized shares of common stock from 400,000,000 to 600,000,000 shares, by the votes set forth in the table below.

 

For   Against   Abstain   Broker Non-Votes 
                 
202,433,434    42,523,030    349,838     

 

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Proposal No. 3 – Approval of the Non-Binding Advisory Resolution Approving Executive Compensation. The stockholders cast a non-binding advisory vote to approve executive compensation as set forth in the table below.

 

For   Against   Abstain   Broker Non-Votes 
                 
146,604,698    52,931,668    885,526    44,884,410 

 

Proposal No. 4 – Approval of the Non-Binding Advisory Resolution to Determine the Frequency of the Vote to Approve a Non-Binding Advisory Resolution Approving Executive Compensation. The stockholders cast a non-binding advisory vote that the frequency of the non-binding advisory vote to approve a non-binding advisory resolution approving executive compensation shall occur every year, by the votes set forth in the table below.

 

Frequency   For   Broker Non-Votes 
          
1 Year    176,003,199    44,884,410 
2 Years    4,982,056    44,884,410 
3 Years    9,143,744    44,884,410 

 

Based on the stockholder approval of the one year frequency of the non-binding advisory vote to approve a non-binding advisory resolution approving executive compensation, that had been recommended by the Company’s board of directors, the Company will include a non-binding advisory resolution approving executive compensation in its proxy materials on an annual basis until the next required vote on the frequency of the non-binding advisory vote to approve a non-binding advisory resolution approving executive compensation.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

  Exhibit No.   Description
  3.1   Amended and Restated Articles of Incorporation of Integrated Environmental Technologies, Ltd.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  INTEGRATED ENVIRONMENTAL
TECHNOLOGIES. LTD.
  (Registrant)
     
  By: /s/ David R. LaVance
    David R. LaVance
    President and Chief Executive Officer

 

Date: May 29, 2015

 

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EXHIBIT INDEX

 

Exhibit No.   Description
3.1   Amended and Restated Articles of Incorporation of Integrated Environmental Technologies, Ltd.