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):June 19, 2017 (June 15, 2017)
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)
+39-391-306-4134
(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 June 15, 2017, the Company’s stockholders approved the three proposals listed below. The Company's stockholders also voted to fix the number of members on the Company's board of directors at seven (7) 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 May 8, 2017.1.
To elect the following seven (7) 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 | 28,823,021 | 0 | 0 | 0 |
| Alessandro Marcelli | 28,823,021 | 0 | 0 | 0 |
| Luca Pasquini | 28,823,021 | 0 | 0 | 0 |
| Quirino Mancini | 28,823,021 | 0 | 0 | 0 |
| Stefano Giorgi | 28,823,021 | 0 | 0 | 0 |
| Kelly Ehler | 28,823,021 | 0 | 0 | 0 |
| Robert Stabile | 28,823,021 | 0 | 0 | 0 |
2. To ratify the selection of Pitagora Revisione Srl. as independent auditors for the 2017 fiscal year and provide authorization of the Company's board of directors to fix the compensation for Pitagora Revisione, Srl.
| Votes For | Votes Against | Abstentions | Broker NonVotes |
| 28,823,021 | 0 | 0 | 0 |
3. To consider and act upon an Advisory Resolution on Executive Compensation;
| Votes For | Votes Against | Abstentions | Broker NonVotes |
| 28,823,021 | 0 | 0 | 0 |
4. To consider and act upon an Advisory Resolution to standardize the frequency of stockholder advisory votes on our named executive officer compensation agreements to once per year.
| Votes For | Votes Against | Abstentions | Broker NonVotes |
| 28,823,021 | 0 | 0 | 0 |
Item 7.01. Regulation FD Disclosure.
The slide information presented at the Annual Meeting of Shareholders on June 15, 2017 are furnished as exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
| 99.1 | Statement by Michele Ciavarella delivered at the Annual Meeting of Shareholders on June 15, 2017. |
| 99.2 | Slides presented at the Annual Meeting of Shareholders |
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: June 19, 2017. | Newgioco Group, Inc. |
| Per: /s/ MICHELE CIAVARELLA, B.SC | |
| MICHELE CIAVARELLA | |
| Chairman of the Board | |
| Chief Executive Officer |