| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, DC 20549 |
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| FORM 8-K |
| CURRENT REPORT PURSUANT |
| TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| Date of report (Date of earliest event reported): October 24, 2016 |
root9B Technologies, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware | | 000-50502 | | 20-0443575 |
| (State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
4521 Sharon Road, Suite 300 Charlotte, North Carolina | | 28211 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (704) 521-8077 |
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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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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
root9B Technologies, Inc., a Delaware corporation (the “Company”), held its 2016 Special Meeting of Stockholders on October 24, 2016 (the “Meeting”). A total of 64,048,155 shares of common stock (including 2,380,952 shares of Series C Preferred Stock that voted as if converted to 7,142,856 shares of common stock), or approximately 69.99% of the Company’s common stock issued and outstanding as of the record date of September 9, 2016, were represented at the Meeting in person or by proxy, which constituted a quorum. Each of the proposals listed below is described in detail in the Company’s proxy statement dated September 16, 2016, which was first mailed to the Company’s stockholders on or about September 19, 2016. A summary of the voting results for each of those proposals is set forth below:
(1)
The stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse stock split at a ratio to be determined by the Company’s Board of Directors within the range of 1:9 to 1:18. The voting results were as follows:
| Votes Cast For | | Votes Cast Against | | Abstain |
| 62,799,511 | | 1,202,861 | | 45,782 |
(2)
The stockholders approved an amendment to the Company’s certificate of incorporation to decrease the number of authorized shares of common stock. The voting results were as follows:
| Votes Cast For | | Votes Cast Against | | Abstain |
| 63,074,106 | | 850,127 | | 123,922 |
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, thereunto duly authorized.
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| | | | | ROOT9B TECHNOLOGIES, INC. |
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| Dated: October 27, 2016 | | | | By: | | /s/ Joseph J. Grano Jr. |
| | | | | | | Name: | | Joseph J. Grano Jr. |
| | | | | | | Title: | | Chief Executive Officer |
