0001140361-19-020188.txt : 20191108 0001140361-19-020188.hdr.sgml : 20191108 20191108160949 ACCESSION NUMBER: 0001140361-19-020188 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191108 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20191108 DATE AS OF CHANGE: 20191108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERI Holdings, Inc. CENTRAL INDEX KEY: 0000890821 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 954484725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38286 FILM NUMBER: 191204151 BUSINESS ADDRESS: STREET 1: 5000 RESEARCH COURT, SUITE 750 CITY: SUWANEE STATE: GA ZIP: 30024 BUSINESS PHONE: 770-935-4152 MAIL ADDRESS: STREET 1: 5000 RESEARCH COURT, SUITE 750 CITY: SUWANEE STATE: GA ZIP: 30024 FORMER COMPANY: FORMER CONFORMED NAME: SPATIALIZER AUDIO LABORATORIES INC DATE OF NAME CHANGE: 19950323 8-K 1 form8k.htm 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 8, 2019

Ameri Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-38286
95-4484725
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

5000 Research Court, Suite 750, Suwanee, Georgia
30024
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 935-4152
(Former Name or Former Address, If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock $0.01 par value per share
AMRH
The NASDAQ Stock Market LLC
Warrants to Purchase Common Stock
AMRHW
The NASDAQ Stock Market LLC

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

As previously reported on Form 8-K, on October 29, 2019, Ameri Holdings, Inc. (the “Company”) adjourned its 2019 Annual Meeting of Stockholders (the “Meeting”) to November 8, 2019.

As of September 19, 2019, the record date for the Meeting, there were 62,820,789 shares of our common stock outstanding.

At the Meeting, the stockholders voted on the following three proposals and cast their votes as follows:

1. To elect the four (4) persons named herein as nominees for directors of the Company, to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified.

Name
  
Votes For
  
Votes Withheld
  
Broker Non-Votes
Srinidhi “Dev” Devanur
  
26,026,865
  
1,765,096
  
15,110,365
Dimitrios J. Angelis
  
26,310,311
  
1,481,650
  
15,110,365
Thoranath Sukumaran
  
26,454,001
  
1,337,960
  
15,110,365
Carmo Martella
  
26,195,364
  
1,596,597
  
15,110,365

2. To ratify the appointment of Ram Associates as the Company’s independent auditors for the fiscal year ending December 31, 2019.

Votes For
Votes Against
  
Votes Abstained
40,887,619
  
1,361,930
  
652,777

3. To authorize an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of its issued and outstanding common stock at a specific ratio, within a range of 1-for-5 and 1-for-25, to be determined by the Company’s Board of Directors in its sole discretion and effected, if at all, within one year of the date the proposal is approved by stockholders.

Votes For
  
Votes Against
  
Votes Abstained
35,343,612
  
6,196,900
  
790,058

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.
 
November 8, 2019
AMERI HOLDINGS, INC.




By:
/s/ Barry Kostiner


Name: Barry Kostiner


Title: Chief Financial Officer