0001096906-17-000398.txt : 20170530 0001096906-17-000398.hdr.sgml : 20170530 20170530170944 ACCESSION NUMBER: 0001096906-17-000398 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170524 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170530 DATE AS OF CHANGE: 20170530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GROTE MOLEN INC CENTRAL INDEX KEY: 0001456212 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53979 FILM NUMBER: 17878347 BUSINESS ADDRESS: STREET 1: 322 WEST GRIFFITH ROAD CITY: POCATELLO STATE: ID ZIP: 83201 BUSINESS PHONE: 208-234-9352 MAIL ADDRESS: STREET 1: 322 WEST GRIFFITH ROAD CITY: POCATELLO STATE: ID ZIP: 83201 8-K 1 blackridge8_k.htm FORM 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): May 30, 2017 (May 24, 2017)
 
GROTE MOLEN, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
0-18958
 
20-1282850
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

10615 Professional Circle, Suite 201, Reno, Nevada
 
89521
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code:     (855) 807-8776

Not Applicable 
(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:
 
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 S

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 5.07    Submission of Matters to a Vote of Security Holders.
 
On May 24, 2017, Grote Molen, Inc. (the "Company") completed its 2017 annual meeting of stockholders (the "Annual Meeting"). The number of shares of stock entitled to vote at the Annual Meeting was 34,662,438, or 68,716,800 votes, consisting of 30,878,620 shares of common stock and 3,783,818 shares of preferred stock, with each share of preferred stock entitled to 10 votes, (collectively, the "Voting Stock"). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 25,447,692 shares. All matters submitted to a vote of the Company's stockholders at the Annual Meeting were approved, Robert Graham, John Hayes, Robert Lentz, J. Allen Kosowsky, Thomas Bruderman and Robert Zahm were elected as directors, and the shareholders elected to hold an annual advisory vote on executive compensation.
 
The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
  
(i) To elect six (6) directors, each of whom will be elected for a term of one year, or until the election and qualification of their successors.
 
Nominee
 
Votes For
 
Votes Withheld
Broker Non-Vote
Robert Graham
 
37,755,912
 
0
0
John Hayes
 
37,755,912
 
0
0
Robert Lentz
 
37,755,912
 
0
0
J. Allen Kosowsky
 
37,755,912
 
0
0
Thomas Bruderman
 
37,755,912
 
0
0
Robert Zahm
 
37,755,912
 
0
0
 
(ii) To ratify the appointment of Pritchett, Siler & Hardy, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017.
 
Votes For
 
Votes Against
 
Votes Abstaining
Broker Non-Vote
37,755,912
 
0
 
0
0

(iii) To conduct a non-binding advisory vote on the Company's executive compensation.
 
Votes For
Votes Against
Votes Abstaining
Broker Non-Vote
37,163,752
0
592,160
0
 
(iv) To consider and vote upon on the frequency of future advisory votes on executive compensation.

Votes For One Year
Votes For Two Years
Votes For Three Years
Votes Abstaining
Broker Non-Vote
17,671,186
1,557,161
13,757,695
4,769,870
0

(v) To consider and vote upon an amendment to the Company's Articles of Incorporation to change the name of the Company from Grote Molen, Inc. to BlackRidge Technology International, Inc. with such name change to be effective at such time and date as determined by the Board of Directors in its sole discretion.
 
Votes For
Votes Against
Votes Abstaining
Broker Non-Vote
37,755,912
0
0
0
 
(vi) To authorize the new BlackRidge 2017 Incentive Share Plan and reserve 20,000,000 shares for said plan.
 
Votes For
Votes Against
Votes Abstaining
Broker Non-Vote
37,158,752
0
597,160
0
 
(vii) To consider and vote upon an amendment to the Company's Articles of Incorporation to increase the Company's authorized common stock (the "Common Stock") from 100,000,000 to 200,000,000 shares and to increase the Company's authorized preferred stock from 5,000,000 to 10,000,000 shares.
 
Votes For
Votes Against
Votes Abstaining
Broker Non-Vote
37,740,912
10,000
5,000
0
 
Item 7.01    Regulation FD Disclosure.

On May 30, 2017, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1.
 
Item 9.01.    Financial Statements and Exhibits.
 
(d)           Exhibits

Exhibit Number
 
Description
99.1
 
Press Release, dated May 30, 2017
 
 


 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Grote Molen, Inc.
 
 
 
 
 
Date: May 30, 2017
By:
/s/ Robert Graham
 
 
 
Robert Graham
 
 
 
Chief Executive Officer
 
 
 
 
 
 
 
 



EX-99.1 2 exhibit99_1.htm PRESS RELEASE, DATED MAY 30, 2017
Exhibit 99.1

FOR IMMEDIATE RELEASE
May 30, 2017
 
Grote Molen, Inc., d/b/a BlackRidge Technology, a Leader in Cyber Defense, Holds First Annual Shareholder Meeting
New Directors Robert Zahm, Thomas Bruderman, and J. Allen Kosowsky elected to the Board of Directors to   bring additional technology and financial experience.
Reno, NV – May 30, 2017 – Grote Molen, Inc. (OTCQB: GROT), d/b/a BlackRidge Technology, a leader in cyber defense, is pleased to announce the reelection of Robert Graham, John Hayes and Robert Lentz to the Board of Directors and the election of new board members J. Allen Kosowsky, Thomas Bruderman and Robert Zahm.  At the annual meeting, the shareholders also approved all proposals before them including the company's official name change from Grote Molen, Inc., to BlackRidge Technology International, Inc., and appointed Pritchett, Siler & Hardy, PC, as the company's independent registered public accounting firm.
The new board members are Robert (Bob) Zahm of Whiz Bang Consulting; Thomas (Tom) Bruderman, founder and managing partner at MAG Ventures and VP Theta Management; and accounting expert J. Allen Kosowsky, CPA, PC.
"We're excited for Bob, Tom, and Allen to join us in charting BlackRidge's future," said Robert (Bob) Graham, CEO of BlackRidge. "With the investment and financial insight of Tom and Allen as well as Bob's track record as a technology innovator, we are well positioned to expand our cyber security virtual and software products into commercial, military, and government sales channels and leverage existing marketing activities."
Bob Zahm, of Rye, N.Y., is co-inventor of three software-related U.S. patents and has expertise with large-scale system architecture, high-performance computing, capital markets trading and clearing systems, and technology organization optimization.
That experience, Graham said, gives Zahm unique insight into BlackRidge's new approach to cyber defense, which can stop cyber-attacks and protect against insider threats at the earliest possible time, on the first packet before network sessions are established. The technology provides the equivalent of secure caller ID for the network, allowing only identified and authorized users or devices access to enterprise and cloud systems.
Zahm worked for 23 years as a management and technology consultant with Accenture before launching his independent Whiz Bang Consulting business in 2010. Zahm holds a B.S. in computer engineering from the University of Michigan, a M.S. in computer science from Lehigh University, and an M.B.A. in accounting from the University of Pittsburgh.
Tom Bruderman brings with him more than 25 years of experience in finance and asset management, most recently at the alternative asset strategies he helped to found: VP Theta Management is a public equity hedge fund, while MAG Ventures is an early- to mid-stage venture fund. Previously at Fidelity Investments, Bruderman served as Senior Equity Trader and was responsible for trading, personnel management, and investment research and analysis. He also worked as Managing Director of Equity Securities at Merit Capital, a Connecticut-based boutique Investment Bank. Bruderman serves on the boards of Powercast, Champion Technology Company, Flyp, and Battlefin; is board adviser to Acacia Research Corporation and PNA Innovations; and holds a B.S. in finance from Providence College.
Allen Kosowsky, of Shelton, Conn., has worked as COO / CFO for two mid-cap companies and served on five boards of directors. He is a forensic accountant and a SOX-qualified audit chair, as well as an independent financial expert for SEC and NYSE purposes. Among Kosowsky's many certifications and accreditations, he is a CPA and Certified Valuation Analyst, is certified in Financial Forensics (AICPA), and is a Certified Fraud Examiner, Accredited Business Valuator (AICPA), Personal Financial Specialist (AICPA), Tax Specialist, and Arbitrator with The American Arbitration Association. Kosowsky received his bachelor of science degree from American International College in Springfield, Mass., and is a Wharton Fellow.
"BlackRidge Technology offers the senior executive and board of directors a robust and cost-effective cyber defense solution that reduces the overall business risk from cyber and insider threats," said Kosowsky who will serve as the lead independent director.
"BlackRidge gives a corporation a way to set access policies to assure that their enterprise and cloud systems are accessed and used only by authorized personnel, to meet compliance requirements while also stopping intrusions and providing analytics to CIOs on unauthorized access," Kosowsky said. "I am pleased to join the board of directors of BlackRidge as the Lead Independent Director and Audit Committee chair to provide my extensive accounting, financial, and risk management expertise."
For more information about BlackRidge and its new approach to cyber defense, visit www.blackridge.us.
About BlackRidge Technology
BlackRidge Technology provides a next generation cyber defense solution that stops cyber-attacks and blocks unauthenticated access. Our patented First Packet Authentication™ technology was developed for the military to cloak and protect servers and segment networks. BlackRidge Transport Access Control authenticates user and device identity and enforces security policy on the first packet of network sessions. This new level of real-time protection blocks or redirects unidentified and unauthorized traffic to stop attacks and unauthorized access, isolates systems and segments networks, and provides identity attribution. BlackRidge was founded in 2010 to commercialize its military-grade and patented network security technology. For more information, visit www.blackridge.us.
Media Inquiries
Kim Plyler
kim@sahlcomm.com
+1-484-554-5582


Investor Relations Inquiries
John Bluher
investorinfo@blackridge.us
+1-844-464-4452