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
May 23, 2017
Date of Report (Date of Earliest Event Reported)
UNI-PIXEL, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE | 75-2926437 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
4699 Old Ironsides Drive, Suite 300
Santa Clara, California 95054
(Address of Principal Executive Offices)
(281) 825-4500
(Issuer’s Telephone Number, Including Area Code)
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)) |
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 5.03. AMENDMENT TO ARTICLES OF INCORPORATION.
On May 23, 2017, the Company filed a Second Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation of Uni-Pixel, Inc., as amended (the “Charter”), with the Secretary of State of Delaware, thereby giving effect to the Certificate of Amendment as of May 23, 2017. The Certificate of Amendment amends the Charter to increase the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) from 100,000,000 shares to 150,000,000 shares.
The Certificate of Amendment was approved by the Board of Directors of the Company and by a majority of the Company’s stockholders at the Annual Meeting (as defined below). The full text of the Certificate of Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its Annual Meeting of Stockholders (“Annual Meeting”), which concluded on May 23, 2017. 33,426,018 shares appeared at the Annual Meeting, representing 59.98% of the 55,724,162 shares of Common Stock outstanding and entitled to vote on the record date of March 23, 2017.
Proposal 1: Election of Directors
At the Annual Meeting, Jeff A. Hawthorne, James E. Doran, Sam I. Young, Ross A. Young, Anthony J. LeVecchio and Malcolm J. Thompson were elected to the Board of Directors. They will serve until the 2018 annual meeting and until their successors are duly elected and qualified.
Director | Votes For | Withheld | Broker Non-Votes | |||||||||
Jeff A. Hawthorne | 17,578,587 | 2,509,505 | 13,337,926 | |||||||||
James E. Doran | 18,217,128 | 1,870,964 | 13,337,926 | |||||||||
Sam I. Young | 17,662,025 | 2,426,067 | 13,337,926 | |||||||||
Ross A. Young | 18,056,533 | 2,031,559 | 13,337,926 | |||||||||
Anthony J. LeVecchio | 18,259,178 | 1,828,914 | 13,337,926 | |||||||||
Malcolm J. Thompson | 18,245,303 | 1,842,789 | 13,337,926 |
Proposal 2: Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers
A non-binding vote to approve, on an advisory basis, the 2016 compensation of the Company’s named executive officers was voted on and approved:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
16,341,783 | 3,165,582 | 580,727 | 13,337,926 |
Proposal 3: Ratification of Independent Registered Public Accounting Firm
A proposal to ratify the appointment of PMB Helin Donovan as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was approved by the following vote:
Votes For | Votes Against | Abstentions | ||||||||
31,604,326 | 902,433 | 919,259 |
Proposal 4: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation, as Amended, to Increase the Number of Authorized Shares of the Company’s Common Stock
A proposal to ratify the amendment to the Amended and Restated Certificate of Incorporation, as amended, was approved by the following vote:
Votes For | Votes Against | Abstentions | ||||||||
28,122,097 | 4,996,678 | 307,243 |
Proposal 5: Approval of an Amendment to the Uni-Pixel, Inc. 2011 Stock Incentive Plan
A proposal to ratify the amendment to the Plan was approved by the following vote:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
15,901,466 | 3,666,357 | 520,269 | 13,337,926 |
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Uni-Pixel, Inc. |
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.
Date: May 23, 2017 | By: | /s/ Christine Russell |
Name: | Christine Russell | |
Title: | Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Uni-Pixel, Inc. |
SECOND CERTIFICATE OF AMENDMENT
OF
THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
UNI-PIXEL, INC.
Uni-Pixel, Inc. (the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”) and acting pursuant to Section 242 thereof, does hereby certify that:
FIRST: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on October 13, 2000, under the name NEV Acquisition Corp. and that a Certificate of Merger was filed with the Secretary of State of Delaware on June 18, 2001, which changed the name to Real-Estateforlease.com, Inc., and that an Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on January 27, 2005, which changed the name to Uni-Pixel, Inc., and that a Certificate of Amendment was filed with the Secretary of State of Delaware on February 1, 2007, and that an Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on November 22, 2010, and that a Certificate of Amendment was filed with the Secretary of State of Delaware on December 9, 2010 and that a Certificate of Designations, Preferences and Rights of the Series A-1 Convertible Preferred Stock was filed on January 18, 2017 pursuant to the DGCL.
SECOND: That section (a) of Article IV of the Amended and Restated Certificate of Incorporation, as amended, is hereby deleted in its entirety and replaced by the following:
“The Corporation shall be authorized to issue an aggregate of 160,000,000 shares of capital stock, of which 150,000,000 shares shall be Common Stock, $0.001 par value per share (the “Common Stock”), and 10,000,000 shares shall be Preferred Stock, $0.001 par value per share (the “Preferred Stock”).”
THIRD: That the foregoing amendment was approved by the holders of the requisite number of shares of the Corporation in accordance with Section 228 of the General Corporation Law.
FOURTH: That the foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Second Certificate of Amendment of the Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer this 23rd day of May, 2017.
UNI-PIXEL, INC. | ||
By: | /s/ Christine Russell | |
Name: | Christine Russell | |
Title: | Chief Financial Officer |