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 8, 2016

 

SYSOREX GLOBAL

 (Exact name of registrant as specified in its charter)

 

Nevada   001-36404   88-0434915
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

2479 E. Bayshore Road, Suite 195

Palo Alto, CA

  94303
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (408) 702-2167

 

No change

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K 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 5.07.  Submission of Matters to a Vote of Security Holders.

 

On November 8, 2016, Sysorex Global (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, the stockholders voted to: (1) elect five nominee directors to the Company’s board of directors (the “Board”); (2) authorize an amendment to the Company’s Restated Articles of Incorporation to effect a reverse stock split of the Company’s common stock (the “Common Stock”), at a ratio between 1-for-5 and 1-for-15, to be determined at the discretion of the Board, for the purpose of complying with NASDAQ Listing Rule 5550(a)(2), subject to the Board’s discretion to abandon the amendment (the “Reverse Split Proposal”); (3) approve, in accordance with NASDAQ Listing Rule 5635(d), the potential issuance in excess of 20% of the Company’s outstanding shares of common stock in connection with the conversion of securities issued to Hillair Capital Investment L.P. and any resulting change of control, as defined by NASDAQ Listing Rule 5635(b) (the “20% Issuance Proposal”); (4) ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016; (5) approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the meeting to approve the Reverse Split Proposal and/or the 20% Issuance Proposal. The proposals were approved based on the voting results as follows:

 

Proposal 1: Election of Directors.

 

Nominee Director  Votes For   Votes
Against
   Abstentions   Broker
Non-Votes
 
Nadir Ali   6,784,713    2,325,091    50,747    10,348,090 
Leonard Oppenheim   7,086,716    1,670,216    403,619    10,348,090 
Thomas Steding   1,871,967    7,201,217    87,367    10,348,090 
Kareem Irfan   6,416,861    2,612,863    130,827    10,348,090 
Tanveer Khader   6,863,420    2,170,764    126,367    10,348,090 

 

With respect to the election of directors, the nominees will be elected by a majority of the votes cast by the holders of shares of Common Stock present in person or represented by proxy and entitled to vote in the election. Abstentions and broker non-votes are counted for purposes of establishing a quorum but do not have any effect on the election of the nominees. Accordingly, Mr. Ali, Mr. Oppenheim, Mr. Irfan and Mr. Khader were elected as directors to serve until the next annual meeting of stockholders, and Mr. Steding was not elected as a director.

 

Proposal 2: Authorize an amendment to the Company’s Restated Articles of Incorporation to effect a reverse stock split of the Company’s common stock, at a ratio between 1-for-5 and 1-for-15, to be determined at the discretion of the Board, for the purpose of complying with NASDAQ Listing Rule 5550(a)(2), subject to the Board’s discretion to abandon the amendment.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 16,114,595    2,813,701    580,745    0 

 

Proposal 3: Approve, in accordance with NASDAQ Listing Rule 5635(d), the potential issuance in excess of 20% of the Company’s outstanding shares of common stock in connection with the conversion of securities issued to Hillair Capital Investment L.P. and any resulting change of control, as defined by NASDAQ Listing Rule 5635(b).

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 8,926,166    163,114    71,271    10,348,090 

 

Proposal 4: Ratify the appointment of Marcum LLP as the Company independent registered public accounting firm for the fiscal year ending December 31, 2016.

 

Votes For   Votes Against   Abstentions 
 17,369,032    1,505,680    633,929 

 

Proposal 5: Approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the meeting to approve the Reverse Split Proposal and/or the 20% Issuance Proposal.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 18,030,705    841,124    636,812    0 

 

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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.

  

  SYSOREX GLOBAL
     
Date: November 14, 2016 By: /s/ Nadir Ali
   

Name: Nadir Ali

Title:   Chief Executive Officer

 

  

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