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): July 19,
2017
CORD BLOOD AMERICA, INC.
(Exact name of registrant as specified in its
charter)
Florida
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000-50746
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90-0613888
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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1857 Helm Drive, Las Vegas, NV 89119
(Address of Principal Executive Office) (Zip
Code)
(702) 914-7250
(Registrant’s telephone number, including area
code)
_______________________________
Copies to:
Anthony Snow
1857 Helm Drive, Las Vegas, NV 89119
Phone: (702) 914-7250
Fax: (702) 914-7251
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:
☐ 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))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07 Submission of Matters to a Vote of Security
Holders.
On July
19, 2017, the Company held its Annual Meeting of Shareholders at
the Retreat Conference Room, Shelburne
NYC Hotel, 303 Lexington Avenue, New York, NY 10016. A
total of 1,075,580,803 votes were represented at the meeting, and a
quorum was present. The following proposals were
submitted to the shareholders:
1.
Proposal 1 to
elect the director nominated by the Board of Directors named in the
Proxy Statement;
2.
Proposal 2 to
ratify the appointment of RBSM LLP as the Company’s
independent registered certified public accounting firm for the
fiscal year ending December 31, 2017;
3.
Proposal 3 to
consider and act upon a proposal to approve an amendment to the
Amended and Restated Articles of Incorporation of the Company to
declassify the Board of Directors to require that all directors
stand for annual election and to change the shareholder vote
required to amend Articles III, IV, and V of the Articles of
Incorporation from a supermajority common shareholder vote
requirement to a majority vote requirement;
For
more information about the foregoing proposals, please see the
Company’s Definitive Proxy Statement filed May 30,
2017.
The
number of votes cast for, against, and where applicable, votes
withheld, as well as abstentions and broker non-votes and whether
each proposal was approved, is set forth below.
1. Proposal 1 to elect the director nominated by the Board of
Directors named in the Proxy Statement.
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FOR
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WITHHOLD
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BROKER
NON-VOTES
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Timothy
McGrath
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574,482,556
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16,698,183
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489,907,788
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Mr.
McGrath was elected to the Company’s Board of
Directors. The term of office is as follows: Timothy
McGrath will continue until the 2020 annual meeting of shareholders
and until a successor has been elected and qualified, or until his
or her earlier death, resignation or removal.
2. Proposal 2 to ratify the appointment of RBSM LLP as the
Company’s independent registered certified public accounting
firm for the fiscal year ending December 31, 2017.
FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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1,075,580,803
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2,099,881
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3,407,853
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0
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The
appointment of RBSM LLP as the Company’s independent
registered certified public accounting firm for the fiscal year
ending December 31, 2017 was ratified.
3. Proposal 3 to consider and act upon a proposal to approve an
amendment to the Amended and Restated Articles
of Incorporation of the Company to declassify the Board of
Directors to require that all directors stand for annual election
and to change the shareholder vote required to amend Articles III,
IV, and V of the Articles of Incorporation from a supermajority
common shareholder vote requirement to a majority vote
requirement.
FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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585,161,043
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1,298,123
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4,721,583
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489,907,788
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The
proposal to approve the amendment required an affirmative vote of the shareholders
of not less than two-thirds of the voting power of all of the
shares of the corporation entitled to vote for the election of
directors, and the proposal was not approved.
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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CORD BLOOD AMERICA, INC.
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(Registrant)
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Date:
July 20, 2017
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By:
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/s/
Anthony Snow
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Interim
President and Corporate Secretary
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