UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 13, 2020
| NDIVISION INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 47-5133966 |
| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
| 7301 N. State Highway 161, Dallas, TX |
| 75206 |
| (Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area 214-785-6355
Copies to:
Ken Bart
Ward and Smith, P.A.
127 Racine Drive
Wilmington, NC 28403
Tel: 910-794-4820
Fax: 910-794-4877
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
| None |
Indicate by check mark whether the registrant is an emerging growth company 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 October 13, 2020, nDivision Inc. (the “Company”) held its 2020 Annual Meeting of stockholders (the “Annual Meeting”). The following matters were considered:
1. Election of Directors
Stockholders elected all of the Company’s nominees for director for one-year terms expiring on the next annual meeting of stockholders. The voting results were as follows:
|
|
| FOR |
|
| AGAINST |
|
| ABSTAIN |
|
| BROKER NON-VOTES |
| ||||
| (1) Mr. Alan Hixon |
|
| 24,738,495 |
|
|
| 5,400 |
|
|
| 0 |
|
|
| 1,594,594 |
|
| (2) Mr. Justin Roby |
|
| 24,738,495 |
|
|
| 5,400 |
|
|
| 0 |
|
|
| 1,594,594 |
|
| (3) Mr. Michael Beavers |
|
| 24,738,495 |
|
|
| 5,400 |
|
|
| 0 |
|
|
| 1,594,594 |
|
| (4) Mr. Andrew Norstrud |
|
| 24,738,495 |
|
|
| 5,400 |
|
|
| 0 |
|
|
| 1,594,594 |
|
| (5) Mr. Laurence King |
|
| 24,738,495 |
|
|
| 5,400 |
|
|
| 0 |
|
|
| 1,594,594 |
|
| (6) Mr. Sean McIlrath |
|
| 24,738,495 |
|
|
| 5,400 |
|
|
| 0 |
|
|
| 1,594,594 |
|
| (7) Mr. Phillip Keith Morrow |
|
| 24,738,495 |
|
|
| 5,400 |
|
|
| 0 |
|
|
| 1,594,594 |
|
2. Approval and Ratification of Auditors
Stockholders approved and ratified the appointment of Friedman LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting results were as follows:
| For |
|
| Against |
|
| Abstentions |
|
| Broker Non-Vote |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 26,334,889 |
|
|
| 3,600 |
|
|
| 0 |
|
|
| 0 |
|
| 2 |
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, thereunto duly authorized.
|
| NDIVISION INC. | ||
|
| |||
| Date: October 15, 2020 | By: | /s/ Andrew Norstrud | |
|
| Andrew Norstrud | ||
|
| Chief Financial Officer | ||
| 3 |