Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - Riot Blockchain, Inc. | ex10x1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 1, 2015
Venaxis, Inc.
(Exact name of Registrant as specified in its charter)
|
Colorado
|
|
001-33675
|
|
84-155337
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
|
1585 South Perry Street
Castle Rock, Colorado |
80104
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Registrant's telephone number, including area code:
|
|
(303) 794-2000
|
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The annual meeting of shareholders of Venaxis, Inc. (the "Company") for 2015 was held on September 1, 2015 (the "Annual Meeting"). At the Annual Meeting, the shareholders approved an amendment (the "Amendment") to the Amended and Restated 2002 Stock Incentive Plan, as amended (the "Plan") to increase the number of shares of Common Stock reserved under the Plan from 3,673,127 to 5,673,127 shares. A copy of the Amendment is attached to this Current Report on Form 8‑K as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the total number of shares represented in person or by proxy was 22,325,624 of the 30,990,029 shares of Common Stock outstanding and entitled to vote at the Annual Meeting as of the record date, July 17, 2015. The following matters were voted upon at the Annual Meeting:
1. Election of Directors. The following named persons were elected as Directors of the Company to serve until the next Annual Meeting of Shareholders in 2016 or until their successors are elected and qualified. The votes cast were as follows:
|
Director Nominee
|
For
|
Vote Withheld
|
||||||
|
Stephen T. Lundy
|
3,685,816
|
316,276
|
||||||
|
Gail S. Schoettler
|
3,678,657
|
323,435
|
||||||
|
Susan A. Evans
|
3,680,604
|
321,488
|
||||||
|
Daryl J. Faulkner
|
3,578,386
|
423,706
|
||||||
|
David E. Welch
|
3,670,686
|
331,406
|
||||||
|
Stephen A. Williams
|
3,670,686
|
331,406
|
||||||
2. Approval of Amendment to 2002 Stock Incentive Plan. The shareholders voted to amend the Plan to increase the number of shares of Common Stock reserved under the Plan by 2,000,000 shares from 3,673,127 to 5,673,127 shares. The shareholder vote was as follows:
|
3,239,172 votes
|
FOR the resolution
|
|
723,497 votes
|
AGAINST the resolution
|
|
39,423 votes
|
ABSTAIN
|
3. Say on Pay. The shareholders voted to approve, on an advisory basis, the compensation of the Company's named executive officers for 2014, as described in accordance with Regulation S-K, Item 402. The shareholder vote was as follows:
|
3,396,161 votes
|
FOR the resolution
|
|
566,783 votes
|
AGAINST the resolution
|
|
39,148 votes
|
ABSTAIN
|
4. Ratification of Independent Public Accountant. The shareholders ratified the appointment of GHP Horwath, P.C. as the Company's independent registered public accounting firm for the financial statements audit for the fiscal year ending December 31, 2015. The shareholder vote was as follows:
|
20,277,706 votes
|
FOR the resolution
|
|
1,865,129 votes
|
AGAINST the resolution
|
|
182,789 votes
|
ABSTAIN
|
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibits
| 10.1 | Amendment to the Venaxis, Inc. Amended and Restated 2002 Stock Incentive Plan, as amended, of Venaxis, Inc., effective September 1, 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, thereunto duly authorized.
|
|
|
|
|
|
|
|
Venaxis, Inc.
(Registrant) |
|
||
|
September 3, 2015
|
By:
|
/s/ Jeffrey G. McGonegal
|
|
|
|
|
|
Name:
|
Jeffrey G. McGonegal
|
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
||||
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | Amendment to the Venaxis, Inc. Amended and Restated 2002 Stock Incentive Plan, as amended, of Venaxis, Inc., effective September 1, 2015. |