8-K

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 29, 2016

Grandparents.com, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-21537	93-1211114
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

589 Eighth Avenue, 6th Floor New York, New York	10018
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: 646-839-8800

N/A

(Former Name or Former Address, If Changed Since Last Report)

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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 29, 2016, Grandparents.com, Inc. (the “Company”) filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of the Company’s authorized shares of common stock, par value $0.01 per share (the “Common Stock”), by 1,806,500,000, from 350,000,000 to 2,156,500,000 shares (the “Certificate of Amendment”).

The foregoing description of the Certificate of Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a)       On November 29, 2016, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the holders of shares of Common Stock and shares of the Company’s Series C Redeemable Convertible 7.5% Preferred Stock, par value $0.01 per share (the “Series C Preferred”), representing an aggregate of 137,436,023 votes, were present at the Special Meeting or represented by proxy. The holders of the Company’s Common Stock and Series C Preferred voted together as a single class, with the Series C Preferred voting on an as-converted basis. Together, the shares of Common Stock and Series C Preferred voting on an as converted basis present at the Special Meeting or represented by proxy represented 65.12% of the outstanding voting stock of the Company entitled to vote as of the record date of November 2, 2016.

(b)       The following actions were taken at the Special Meeting:

(1) The amendment to the Charter to increase the number of our authorized shares of Common Stock by 1,806,500,000, from 350,000,000 to 2,156,500,000 shares, was approved, based on the following votes:

Votes For	Votes Against	Votes Abstain	Broker Non-Vote
126,333,040	6,025,744	5,077,239	0

(2) The amendment to the Charter to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock, at a ratio of one-for-ten, was approved, based on the following votes:

Votes For	Votes Against	Votes Abstain	Broker Non-Vote
127,691,713	5,643,310	4,101,000	0

(3) The proposal to adjourn the Special Meeting, if necessary, in order to solicit additional proxies, was approved, based on the following votes:

Votes For	Votes Against	Votes Abstain	Broker Non-Vote
127,636,388	4,515,182	5,284,453	0

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
3.1	Certificate of Amendment to the Grandparents.com Third Amended and Restated Certificate of Incorporation, dated as of November 29, 2016.

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 hereunto duly authorized.

	GRANDPARENTS.COM, INC.
Date:  December 2, 2016	By:	/s/ Steve Leber
	Name:	Steve Leber
	Title:	Chairman & Chief Executive Officer

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

GRANDPARENTS.COM, INC.

Grandparents.com, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is “Grandparents.com, Inc.”

2. The date of filing of the Corporation’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Secretary of State”) was March 4, 2014 (the “Third Amended and Restated Certificate of Incorporation”).

3. The Board of Directors of the Corporation (the “Board”), acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware (the “DGCL”), adopted resolutions amending the Corporation’s Third Amended and Restated Certificate of Incorporation as follows:

The first sentence of Article Fourth of the Corporation’s Third Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

“The total number of shares of capital stock which the Corporation shall have the authority to issue is two billion, one hundred sixty-one million, five hundred thousand (2,161,500,000) shares, two billion, one hundred fifty-six million, five hundred thousand (2,156,500,000) shares of which shall be Common Stock, par value $0.01 per share, and five million (5,000,000) shares of which shall be Preferred Stock, par value $0.01 per share.

This Certificate of Amendment shall be effective on November 29^th, 2016 at 5:00 p.m. (the “Effective Time”).”

4. Thereafter, pursuant to a resolution of the Board, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Sections 222 and 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed on its behalf by an authorized officer on this 29^th day of November, 2016.

GRANDPARENTS.COM, INC.
By:	/s/ Steve Leber
Name:	Steve Leber
Title:	Chief Executive Officer