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): November 9, 2015
ROI LAND INVESTMENTS LTD.
(Exact name of registrant as specified in its charter)
|
Nevada (State or other jurisdiction |
333-152002 (Commission |
26-1574051 (I.R.S. Employer |
999 Maisonneuve Blvd. West, Suite 750
Montreal, Quebec H3A 3L4
(Address of principal executive offices with Zip Code)
888-351-7004
(Registrant’s telephone number,
including area code)
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:
| 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 Securities Holders
| (a) | The Company’s Annual Shareholders’ Meeting was held on November 9, 2015.
Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there were no solicitations in opposition to management’s solicitation. |
| (b) | The voting results for each proposal are described below (there were no broker non-votes): |
Election of Directors
| Dr. Sami Chaouch | For: 31,398,414 | Against: 1,862,380 | Withheld: 712,070 |
| Sebastien Cliché | For: 31,398,414 | Against: 1,862,380 | Withheld: 712,070 |
| Philippe Germain | For: 31,398,414 | Against: 1,862,380 | Withheld: 712,070 |
Each Director was re-elected.
Amendment of Articles of Incorporation
| 1. | Approve the Amendment to the Articles of Incorporation to Increase the Authorized Common Shares having Voting Rights from 100,000,000 to 160,000,000 shares |
| For: 31,818,770 | Against: 2,154,094 | Abstain: 0 |
| 2. | Approve the Amendment to the Articles of Incorporation to Authorize 40,000,000 Non-Voting Common Shares |
| For: 31,318,770 | Against: 2,154,094 | Abstain: 500,000 |
| 3. | Approve the Amendment to the Articles of Incorporation to Authorize Issuance of Preferred Shares Having Such Voting Rights As May Be Determined By the Board of Directors |
| For: 26,410,239 | Against: 7,052,625 | Abstain: 500,000 |
| 4. | Approve the Amendment to the Articles of Incorporation to Permit the Bylaws to be Amended by the Board of Directors |
| For: 26,583,056 | Against: 2,154,094 | Abstain: 1,995,714 |
The Amendment and Restatement of the Company’s Articles of Incorporation was approved.
Advisory Approval of the Company’s Executive Compensation.
| For: 30,165,913 | Against: 2,154,094 | Abstain: 510,000 |
The shareholders gave advisory approval of the Company’s Executive Compensation.
Advisory Vote on Frequency of Advisory Votes on Executive Compensation
| 1 Year: 12,689,476 | 2 Years: 20,000 | 3 Years: 18,402,864 | Abstain: 2,860,524 |
The shareholders gave advisory approval of a Frequency of Votes on Executive Compensation of 3 years.
Approve the Adoption of the 2015 Equity Incentive Plan.
| For: 31,118,770 | Against: 2,154,094 | Abstain: 700,000 |
| 2 |
The Company’s 2015 Equity Incentive Plan was approved by the shareholders.
Ratification of the Consulting Agreements between ROI and Sebastien Cliche, Philippe Germain and Dr. Sami Chaouch.
| For: 31,048,770 | Against: 2,214,094 | Abstain: 710,000 |
The Consulting Agreements were ratified by the shareholders.
Ratification of the Appointment of Marcum LLP as the Independent Registered Public Accounting Firm for ROI for the Year Ending December 31, 2015.
| For: 31,835,436 | Against: 82,666 | Abstain: 2,054,762 |
The appointment of Marcum LLP was ratified by the shareholders.
| (c) | Not Applicable. |
| (d) | The Board adopted a three-year period for the frequency of advisory votes on executive compensation. |
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description |
| 3.1 | Form of Amended and Restated Articles of Incorporation (attached as Appendix A to the Company’s Definitive Proxy Statement filed October 20, 2015 and incorporated by reference herein). |
| 10.1 | Form of the Company’s 2015 Equity Incentive Plan (attached as Appendix B to the Company’s Definitive Proxy Statement filed October 20, 2015 and incorporated by reference herein). |
| 10.2 | Form of Consulting Agreements between the Company and each of Sebastien Cliche, Philippe Germain and Dr. Sami Chaouch (attached as Appendix C to the Company’s Definitive Proxy Statement filed October 20, 2015 and incorporated by reference herein). |
| 3 |
SIGNATURE
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.
| Dated: November 13, 2015 | ROI LAND INVESTMENTS LTD. | |
| By: | /s/ Sami Chaouch | |
| Sami Chaouch | ||
| Executive Chairman | ||
| 4 |