lqmt20160519_8k.htm

 

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):   May 19, 2016

 

LIQUIDMETAL TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware

001-31332

33-0264467

(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:

 

☐

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 5.03.

Changes to the Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As described more fully below under Item 5.07 of this Current Report on Form 8-K, on May 19, 2016, the stockholders of Liquidmetal Technologies, Inc. (the “Company”) approved the amendment and restatement of the Certificate of Incorporation of the Company (the “Amendment”) increasing the number of shares of common stock that the Company is authorized to issue from 700,000,000 shares to 1,100,000,000 shares.

 

The description of the Amendment described above is qualified in its entirety by the actual 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 May 19, 2016, the Company held its annual meeting of stockholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s stockholders (i) elected six directors to the Company’s board of directors, (ii) adopted the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock that the Company is authorized to issue from 700,000,000 shares to 1,100,000,000 shares, (iii) granted advisory approval of the compensation of the Company’s named executive officers, and (iv) ratified the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for fiscal year 2016, each as more fully described below.

 

The final voting results were as follows:

 

Item No. 1:

Proposal to elect six directors to the Company’s Board of Directors to serve until the Annual Meeting of Stockholders in 2017.

 

 

Nominee

 

For

Withheld

Broker Non-

Votes

Thomas Steipp

195,711,709

17,436,530

257,645,350

Yeung Tak Lugee Li

206,110,971

7,037,268

257,645,350

Abdi Mahamedi

192,748,374

20,399,865

257,645,350

Bob-Howard Anderson

195,421,292

17,726,947

257,645,350

Richard Sevcik

196,082,883

17,065,356

257,645,350

Walter Weyler

201,355,424

11,792,815

257,645,350

 

Item No. 2

Proposal to approve the amendment and restatement of the Company’s Certificate of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 700,000,000 shares to 1,100,000,000 shares.

 

 

For

Against

Abstain

Broker Non-Votes

 

423,918,801

44,132,794

2,741,994

-

 

 
 
 

 

Item No. 3

Proposal to grant advisory approval of the compensation of the Company’s named executive officers.

 

For

Against

Abstain

Broker Non-

Votes

168,976,317

36,279,229

7,892,693

257,645,350

 

 

Item No. 4

Proposal to ratify the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for fiscal 2016.

 

For

Against

Abstain

Broker Non-Votes

 

445,873,586

15,913,117

9,006,886

-

 

 

Item 9.01           Financial Statements and Exhibits.

 

See the Exhibit Index set forth below for a list of exhibits included in this Form 8-K.

 

 
 
 

 

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.

 

 

LIQUIDMETAL TECHNOLOGIES, INC.

 

 

 

By:

/s/ Thomas Steipp

 

 

 

Thomas Steipp,

 

 

President and Chief Executive Officer

 

 

Date:  May 20, 2016

 

  

 
 
 

 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation of Liquidmetal Technologies, Inc.