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): February 26, 2015
Vertical Computer Systems, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-28685 | 65-0393635 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
101 West Renner Road, Suite 300 Richardson, Texas | 75082 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 437-5200
(Registrant’s Telephone Number, Including Area Code)
N/A
(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))
| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
On February 27, 2015, Vertical Computer Systems, Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation (the “Amended Certificate of Incorporation”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock to 2,000,000,000. The Amended Certificate of Incorporation became effective immediately upon filing. The full text of the Amended Certificate of Incorporation is filed as Exhibit 3.1.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Annual Meeting of Stockholders
The 2015 Annual Meeting of the stockholders of Vertical Computer Systems, Inc. was held on February 25, 2015, in Richardson, Texas. Stockholders representing 890,462,180 shares, or approximately 87% of the common stock and common stock equivalents (Series A Preferred Stock) as of the January 5, 2015 record date were present in person or were represented at the meeting by proxy, which constituted a quorum to conduct business at the meeting. Final voting results are shown below. Each matter was determined by a majority of votes cast, except that the advisory approval of executive compensation was a non-binding proposal and the preference of the stockholders was determined by the choice receiving the greatest number of votes.
| Proposal 1 | Elect two Directors to serve until the next Annual Meeting of Shareholders and until their successors are dully elected | ||||
| FOR | WITHHELD | BROKER NON-VOTES | |||
| Richard S. Wade | 347,933,815 | 40,087,781 | 502,440,584 | ||
| William K. Mills | 338,642,158 | 49,379,438 | 502,440,584 | ||
| Proposal 2 | Amend the Certificate of Incorporation to increase the authorized shares of Common Stock from 1,000,000,000 to 2,000,000,000. | ||||
| FOR | AGAINST | ABSTAIN | |||
| 739,151,028 | 144,297,020 | 7,014,132 | |||
| Proposal 3 | Approve on an advisory basis the compensation of the Company’s Named Executive Officers. | ||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||
| 303,457,969 | 58,546,486 | 26,017,141 | 502,440,584 | ||
| Proposal 4 | Approve on an advisory basis the frequency of say-on-pay votes. | ||||
| ONE YEAR | TWO YEARS | THREE YEARS | BROKER NON-VOTES | ||
| 140,417,779 | 6,246,748 | 230,224,393 | 513,571,360 | ||
| Proposal 5 | Ratify Malone & Bailey, LLP as the independent registered public accountant for the year ended December 31, 2014. | ||||
| FOR | AGAINST | ABSTAIN | |||
| 828,388,730 | 56,936,077 | 5,137,373 | |||
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| Exhibit Number | Description
| |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of Vertical Computer Systems, Inc., filed with the Secretary of State of the State of Delaware on February 27, 2015 |
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 hereunto duly authorized.
| Vertical Computer Systems, Inc. | |
| (Registrant) |
| Date: February 27, 2015 | By: /s/ Richard Wade |
| Richard Wade | |
| President/CEO |
EXHIBIT INDEX
| Exhibit Number | Description |
3.1 |
Certificate of Amendment of Certificate of Incorporation of Vertical Computer Systems, Inc., filed with the Secretary of State of the State of Delaware on February 27, 2015. |
