Attached files
| file | filename |
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| EX-3.2 - Enveric Biosciences, Inc. | ex32to8k10211002_06232016.htm |
| EX-3.1 - Enveric Biosciences, Inc. | ex31to8k10211002_06232016.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): June 21, 2016
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Ameri Holdings, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-2640
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95-4484725
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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100 Canal Pointe Boulevard, Suite 108, Princeton, New Jersey
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08540
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (732) 243-9250
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N/A
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(Former name or former address, if changed since last report.)
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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):
o 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))
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As further described in Item 5.07 below, on June 21, 2016, at the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Ameri Holdings, Inc. (the “Company”), the stockholders of the Company (the “Stockholders”) approved the amendment and restatement of the Company’s Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”). The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware and became effective on June 22, 2016.
As further described in Item 5.07 below, on June 21, 2016, the Stockholders also approved the amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”).
The foregoing description is qualified in its entirety by the full texts of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On June 21, 2016, at the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Ameri Holdings, Inc. (the “Company”), the following matters were submitted to a vote of stockholders of the Company: (i) the election of four directors of the Company, each to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) the approval of a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; (iii) the ratification of the appointment of Ram Associates as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2016; and (iv) the amendment and restatement of the Certificate of Incorporation and Amended and Restated Bylaws of the Company to (a) eliminate the classified structure of the Board of Directors, (b) remove the supermajority vote requirement for the election of directors and replace it with a majority vote requirement, (c) remove the supermajority vote requirement for the removal of directors and replace it with a majority vote requirement, (d) remove the supermajority vote requirement for the approval of major business transactions and replace it with a majority vote requirement, (e) remove the supermajority vote requirement for the amendment of the Company’s Certificate of Incorporation and Bylaws and replace it with a majority vote requirement, (f) allow holders of record of at least 10% of the Company’s voting stock to request a special meeting of stockholders and (g) approve additional changes to update or remove certain outdated provisions in the Company’s Certificate of Incorporation and Bylaws.
The total number of shares of the Company’s Common Stock voted in person or by proxy at the Annual Meeting was 10,750,076, representing approximately 86.87% of the 12,374,361 shares outstanding and entitled to vote at the Annual Meeting. Each director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote. Set forth below is the number of votes cast for, against or withheld, as well as the number of broker non-votes and abstentions as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable.
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1.
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Election of Directors.
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Nominee
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For
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Withheld
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Broker Non-Votes
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Total
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Dhruwa N. Rai
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10,579,488
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21
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170,567
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10,750,076
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Srinidhi “Dev” Devanur
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10,579,488
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21
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170,567
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10,750,076
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Dimitrios J. Angelis
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10,579,488
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21
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170,567
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10,750,076
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Dr. Arthur M. Langer
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10,579,488
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21
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170,567
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10,750,076
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2.
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Approval of a non-binding advisory resolution to approve the compensation of the Company’s named executive officers.
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For
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Against
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Abstain
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Broker Non-Votes
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Total
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10,750,034
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12
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30
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170,567
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10,750,076
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3.
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Ratification of Ram Associates as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.
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For
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Against
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Abstain
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Broker Non-Votes
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Total
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10,579,468
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20
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21
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0
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10,750,076
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4.
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Amendment and Restatement of the Certificate of Incorporation and Amended and Restated Bylaws of the Company:
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(a)
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eliminate the classified structure of the Board of Directors;
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For
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Against
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Abstain
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Broker Non-Votes
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Total
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10,579,466
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27
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16
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170,567
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10,750,076
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(b)
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remove the supermajority vote requirement for the election of directors and replace it with a majority vote requirement;
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For
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Against
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Abstain
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Broker Non-Votes
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Total
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10,579,469
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27
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13
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170,567
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10,750,076
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(c)
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remove the supermajority vote requirement for the removal of directors and replace it with a majority vote requirement;
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For
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Against
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Abstain
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Broker Non-Votes
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Total
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10,579,457
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39
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13
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170,567
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10,750,076
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(d)
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remove the supermajority vote requirement for the approval of major business transactions and replace it with a majority vote requirement;
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For
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Against
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Abstain
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Broker Non-Votes
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Total
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10,579,458
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38
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13
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170,567
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10,750,076
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(e)
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remove the supermajority vote requirement for the amendment of the Company’s Certificate of Incorporation and Bylaws and replace it with a majority vote requirement;
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For
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Against
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Abstain
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Broker Non-Votes
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Total
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10,579,466
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30
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13
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170,567
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10,750,076
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(f)
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allow holders of record of at least 10% of the Company’s voting stock to request a special meeting of stockholders; and
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For
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Against
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Abstain
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Broker Non-Votes
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Total
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10,579,469
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27
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13
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170,567
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10,750,076
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(g)
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approve additional changes to update or remove certain outdated provisions in the Company’s Certificate of Incorporation and Bylaws.
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For
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Against
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Abstain
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Broker Non-Votes
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Total
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10,579,351
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142
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16
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170,567
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10,750,076
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit 3.1
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Amended and Restated Certificate of Incorporation of Ameri Holdings, Inc.
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Exhibit 3.2
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Amended and Restated Bylaws of Ameri Holdings, Inc.
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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.
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Ameri Holdings, Inc.
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(Registrant)
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Date: June 23, 2016
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By:
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/s/ Giri Devanur
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Name:
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Giri Devanur
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Title:
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Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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Exhibit 3.1
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Amended and Restated Certificate of Incorporation of Ameri Holdings, Inc.
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Exhibit 3.2
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Amended and Restated Bylaws of Ameri Holdings, Inc.
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