UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The President of the Company noticed the Stockholders to vote for approval or not approve an amendment to the articles of organization. The item voted related to the proposal to approve an amendment to our Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our Common Stock at a reverse stock split ratio ranging from 1:2 to 1:100, and to authorize the Company’s board of directors to determine the timing of the amendment at its discretion at any time, if at all, but in any case prior to the one-year anniversary of the date on which the Reverse Stock Split is approved by the Company’s stockholders at the Special Meeting and the specific ratio of the reverse stock split (the “Reverse Stock Split Proposal”). This action was taken in accordance with the requirements of state and federal laws including the Securities Exchange Act of 1934, as amended, and the regulations promulgated there under, including particularly Regulation 14A. The amendment was passed.
The majority of the total number of shares entitled to vote approved the amendment. Therefore, the vote results constituted a quorum for the transaction of business. As of the record date, February 9, 2024, there were 172,214,579 shares of the Company’s common stock outstanding. There were 119,817,334 shares, or approximately 69.57% of common stock voting.
Of the 119,817,334 shares (69.57% of total issued and outstanding shares) that voted, 97,405,919 shares (56% of the total issued and outstanding shares) voted in favor of the proposal. 21,935,174 shares (13% of the total issued and outstanding shares) opposed the proposal. 476,241 shares (less than one percent of the total issued and outstanding shares) voted to abstain. Voting continued until the start of the Special Meeting of Shareholders on March 26, 2024.
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 hereunto duly authorized.
| /s/ Jonathan Ricker | |
| Jonathan Ricker | |
| Chief Executive Officer | |
| Mass Megawatts Wind Power, Inc. | Dated: March 27, 2024 |