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 28, 2018

 

AMERITYRE CORPORATION

(Exact name of registrant as specified in its charter)

 

NEVADA

000-50053

87-0535207

(State or other jurisdiction

(Commission File Number)

(IRS Employer ID No.)

of incorporation)

  

  

 

1501 Industrial Road, Boulder City, Nevada  89005

(Address of principal executive office)

 

Registrant's telephone number, including area code: (702) 293-1930

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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 5.02 – DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

In association with Amerityre Corporation’s annual proxy process the following Board Members have been reelected for a 1 year term:

 

 

Michael F. Sullivan

 

Terry Gilland

 

George Stoddard

 

David Clark

 

David Hollister

 

ITEM 5.07 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

The Annual Meeting of Stockholders of Amerityre Corporation (the “Company”) was held in the Company’s office and plant at 1501 Industrial Road, Boulder City, Nevada, on November 28, 2018, at 10:00 am, Pacific Time. At the Annual Meeting, the stockholders:

 

1.     Elected five directors to serve until the 2019 Annual Meeting of Stockholders.

2.     Ratified the selection of Haynie& Company PC as the Company’s independent auditor for the Company’s fiscal year ending June 30, 2019.

3.     Approved an amendment to the Company’s articles of incorporation to increase the authorized shares from 75,000,000 to 100,000,000.**

4.     Approved the compensation of the name executive officers.

5.     Requested a vote on officer compensation yearly.

 

** The execution of this measure also requires the Preferred Shareholder to approve. This approval has not been attained at the time of this filing.

 

The results of the voting were as follows:

 

1. Directors

 

For

   

Against

   

Withhold/Abstain

 

Michael F. Sullivan

    8,706,715       0       305,992  

Terry Gilland

    8,800,265       0       280,844  

George Stoddard

    8,739,157       0       341,952  

David Clark

    8,774,745       0       306,364  

David Hollister

    8,805,265       0       275,844  

 

Broker non-votes for the above were 19,181,708 for all line items.

 

2. Ratify Haynie& Company PC

 

For

   

Against

   

Withhold/Abstain

 
      28,174,471       87,746       600  

 

Broker non-votes for the above was 0.

 

3. Increase authorized common stock from 75,000,000 to 100,000,000

 

For

   

Against

   

Withhold/Abstain

 
      28,033,246       293,490       1,650  

 

Broker non-votes for the above was 0.

 

 

 

 

 

4. Advisory note to approve the compensation of the named executive officers.

 

For

   

Against

   

Withhold/Abstain

 
      8,545,363       507,796       27,950  

 

Broker non-votes for the above was 19,181,708.

 

5. Advisory vote on the frequency of voting on the compensation of the named executive officers.

 

One Year

   

Two Years

   

Three Years

   

Withhold/Abstain

 
      4,541,400       525,343       3,922,882       53,083  

 

Broker non-votes for the above was 19,181,708.

 

A total of 28,262,817 shares were represented at the meeting in person or by proxy, or approximately 61.93% of the total 45,632,142 shares eligible to vote.

 

For more information on Amerityre, including a copy of the shareholder presentation from the 2018 Annual Shareholders meeting, visit the website at www.amerityre.com.

 

ITEM 7.01 – REGULATION FD DISCLOSURE

 

The Company’s Annual Meeting of Shareholders held on November 28, 2018 in Boulder City, Nevada, included a presentation by the Michael F. Sullivan, CEO and president, along with segments presented by Lynda Keeton-Cardno, CPA, CFO.  In the presentation, Mr. Sullivan and Ms. Keeton-Cardno summarized the Company’s business and operational status and discussed strategic and operational plans for the coming year.  

 

For more information on Amerityre and the full presentation from the 2018 Annual Shareholders meeting, visit the website at www.amerityre.com

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

 

Dated:  December 3, 2018

 

AMERITYRE CORPORATION

  

  

  

By:

  

  

  

/s/ Michael F. Sullivan

  

/s/ Lynda R. Keeton-Cardno

  

Michael F. Sullivan

Chief Executive Officer

(Principal Executive Officer)

  

Lynda R. Keeton-Cardno

Chief Financial Officer

(Principal Financial and Accounting Officer)