UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):August 10, 2016 (August 8, 2016)
Newgioco Group, Inc
(Exact name of Registrant as specified in its charter)
| Delaware | 0 - 50045 | 33-0823179 |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
130 Adelaide Street West, Suite 701
Toronto, Ontario M5H 2K4, Canada
(Address of Principal Executive Offices and Zip Code)
(647) 229-0136
(Registrant’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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Newgioco Group, Inc. (the “Company”), held on August 8, 2016, the Company’s stockholders approved the four proposals listed below. The Company’s stockholders also voted to fix the number of members on the Company’s board of directors at eight (8) persons. The results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s Proxy Statement. The record date for this meeting was June 10, 2016.
1. To elect the following eight (8) members of the Board of Directors until the next annual meeting of stockholders, or until their successors are elected and qualified:
| Name | Votes For | Votes Against | Abstentions | Broker NonVotes |
| Michele Ciavarella | 16,574,273 | 0 | 0 | 0 |
| Alessandro Marcelli | 16,574,273 | 0 | 0 | 0 |
| Beniamino Gianfelici | 16,574,273 | 0 | 0 | 0 |
| Gabriele Peroni | 16,574,273 | 0 | 0 | 0 |
| Luca Pasquini | 16,574,273 | 0 | 0 | 0 |
| Franco Salvagni | 16,574,273 | 0 | 0 | 0 |
| Graham Martin | 16,574,273 | 0 | 0 | 0 |
| Quirino Mancini | 16,574,273 | 0 | 0 | 0 |
2. To approve the adoption of the 2016 Equity Incentive Plan and the reservation of 3,000,000 shares of the company’s common stock for issuance upon the exercise of options granted thereunder;
| Votes For | Votes Against | Abstentions | Broker NonVotes |
| 16,574,273 | 0 | 0 | 0 |
3. To consider and act upon an Advisory Resolution on Executive Compensation;
| Votes For | Votes Against | Abstentions | Broker NonVotes |
| 16,574,273 | 0 | 0 | 0 |
4. To ratify the selection of Paritz and Company, PA, as independent auditors for the 2016 fiscal year and provide authorization of the Company’s board of directors to fix the compensation for Paritz and Company, PA.
| Votes For | Votes Against | Abstentions | Broker NonVotes |
| 16,574,273 | 0 | 0 | 0 |
No other matters were submitted for stockholder action
Item 7.01. Regulation FD Disclosure.
The slides information presented at the Annual Meeting of Shareholders on August 8, 2016 are furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DATED: August 10, 2016. | Newgioco Group, Inc. |
| | |
| | Per: /s/ MICHELE CIAVARELLA, B.SC |
| | MICHELE CIAVARELLA |
| | Chairman of the Board |
| | Chief Executive Officer and Chief Financial Officer |
