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): May 22, 2015 (May 21, 2015)
Spindle, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
Nevada | | 000-55151 | | 20-8241820 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
8700 E. Vista Bonita Dr., STE 260
Scottsdale, AZ 85255
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: 800-560-9198
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.
On May 21, 2015, Spindle, Inc.’s (the “Company”) annual meeting was reconvened from its previously adjourned meeting on May 12, 2015. A total of 42,468,773 shares of the Company’s common stock were entitled to vote as of April 7, 2015, the record date for the Annual Meeting. There were 24,443,791 shares of common stock present in person or by proxy at the Annual Meeting, constituting more than a majority. The shareholders were asked to vote on four proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.
Proposal No. 1 - Election of Directors
The shareholders elected five directors as follows:
| | | |
| For | Witheld | Broker Non-Votes |
Glenn Bancroft | 12,260,749 | 8,978,420 | 3,204,622 |
William Clark | 13,035,587 | 8,203,582 | 3,204,622 |
John Devlin | 12,256,149 | 8,983,020 | 3,204,622 |
Jack Scott | 20,899,512 | 339,657 | 3,204,622 |
Tony VanBrackle | 20,904,912 | 334,257 | 3,204,622 |
Proposal No. 2 - Advisory Vote on the Frequency of Executive Compensation
The shareholders approved “annual” as the frequency for executive compensation as follows:
| | | | |
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
20,491,407 | 488,532 | 2,200 | 257,030 | 3,204,622 |
Proposal No. 3 - Advisory Vote on Executive Compensation
The shareholders approved the executive compensation as follows:
| | | |
For | Against | Abstain | Broker Non-Votes |
12,992,190 | 1,992,517 | 6,254,462 | 3,204,622 |
Proposal No. 4 - Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders ratified the appointment of RBSM, LLP. As our independent auditors for the year ended December 31, 2015 as follows:
| | |
For | Against | Abstain |
19,790,898 | 44,175 | 4,608,718 |
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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.
| | |
| Spindle, Inc. |
| (Registrant) |
| | |
Date: May 22, 2015 | By: | /s/ William Clark |
| | William Clark |
| | Chairman and Chief Executive Officer |
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