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): October 24, 2013
LIQUIDMETAL TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in its Charter)
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Delaware |
001-31332 |
33-0264467 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
30452 Esperanza
Rancho Santa Margarita, California 92688
(Address of Principal Executive Offices; Zip Code)
Registrant’s telephone number, including area code: (949) 635-2100
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 24, 2013, the stockholders of Liquidmetal Technologies, Inc. (the “Company”) approved the amendment and restatement of the Certificate of Incorporation of the Company (the “Amendment”) to (i) increase the number of shares of common stock that the Company is authorized to issue from 500,000,000 shares to 700,000,000 shares and (ii) remove all language relating to the Company’s Series A-1 and Series A-2 Preferred Stock and the rights of the holders thereof. The Amendment was filed with the Secretary of State of the State of Delaware on October 28, 2013, and is therefore effective as of October 28, 2013.
The description of the Amendment set forth above is qualified in its entirety by the text of the Amendment attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 24, 2013, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected seven directors to the Company’s board of directors, (ii) approved the amendment and restatement of the Company’s Certificate of Incorporation to (a) increase the number of shares of common stock that the Company is authorized to issue from 500,000,000 shares to 700,000,000 shares and (b) remove all language relating to the Company’s Series A-1 and Series A-2 Preferred Stock and the rights of the holders thereof, (iii) granted advisory approval of the compensation of the Company’s named executive officers, (iv) voted, on an advisory basis, on the frequency of holding future advisory votes on executive compensation, and (v) ratified the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for fiscal year 2013, each as more fully described below.
The final voting results were as follows:
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Item No. 1: |
Proposal to elect seven directors to the Company’s Board of Directors to serve until the Annual Meeting of Stockholders in 2014. |
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Nominee
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For |
Withheld |
Broker Non- Votes |
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Thomas Steipp |
63,040,134 |
10,899,612 |
- |
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Scott Gillis |
63,469,148 |
10,470,598 |
- |
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Mark Hansen |
63,400,553 |
10,539,193 |
- |
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Abdi Mahamedi |
63,019,018 |
10,920,728 |
- |
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Ricardo Salas |
62,402,483 |
11,537,263 |
- |
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Bob Howard-Anderson |
63,507,521 |
10,432,225 |
- |
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Richard Sevcik |
63,541,476 |
10,398,270 |
- |
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Item No. 2 |
Proposal to approve the amendment and restatement of the Company’s Certificate of Incorporation to (a) increase the number of shares of common stock that the Company is authorized to issue from 500,000,000 shares to 700,000,000 shares and (b) remove all language relating to the Company’s Series A-1 and Series A-2 Preferred Stock and the rights of the holders thereof. |
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For |
Against |
Abstain |
Broker Non- Votes |
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205,134,425 |
51,130,579 |
1,982,299 |
- |
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Item No. 3 |
Proposal to grant advisory approval of the compensation of the Company’s named executive officers. |
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For |
Against |
Abstain |
Broker Non- Votes |
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57,996,931 |
14,499,357 |
1,443,458 |
184,307,557 |
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Item No. 4 |
Proposal to approve, on an advisory basis, the frequency of holding future advisory votes on executive compensation. |
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One year |
Two years |
Three years |
Abstain |
Broker Non-Votes |
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36,210,066 |
1,556,819 |
34,308,600 |
1,864,261 |
- |
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Item No. 5 |
Proposal to ratify the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for fiscal 2013. |
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For |
Against |
Abstain |
Broker Non-Votes |
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232,720,485 |
18,084,352 |
7,442,466 |
- |
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
See Exhibit Index
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 thereunder duly authorized.
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LIQUIDMETAL TECHNOLOGIES, INC. | ||
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By: |
/s/ Thomas Steipp |
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Thomas Steipp, | |
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President and Chief Executive Officer | |
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Date: October 28, 2013 |
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Exhibit Index
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Exhibit No |
Description |
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3.1 |
Amended and Restated Certificate of Incorporation of Liquidmetal Technologies, Inc. |