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): December 6, 2016
SPORTS FIELD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-54883 | | 46-0939465 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
4320 Winfield Road, Suite 200
Warrenville, IL 60555
(Address of Principal Executive Offices)
(978) 914-7570
(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:
☐ 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 5.07 Submission of Matters to a Vote of Security Holders.
On December 6, 2016, Sports Field Holdings, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). Greater than 50% of the shares of common stock outstanding and entitled to vote at the Special Meeting were present in person or by proxy thereby constituting a quorum.
The matters that were voted upon at the Special Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth in the table below.
| | | Number of Votes | |
| | | Votes For | | | Votes Against/
Withheld | | | Abstentions | | | Broker
Non-Votes | |
| To approve the Reverse Stock Split (defined below) | | | 8,552,215 | | | | 56,827 | | | | 150,000 | | | | - | |
| To approve the Sports Field Incentive Plan (defined below) | | | 8,191,835 | | | | 464,047 | | | | 100,000 | | | | - | |
On the basis of the above votes, (i) an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock in a range of not less than 1-for-5 and not more than 1-for-25, with the exact ratio to be determined by the Board in its discretion (the “Reverse Stock Split”), was adopted; and (ii) theSports Field Holdings 2016 Incentive Stock Option Plan (the “Sports Field Incentive Plan”) was adopted.
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 hereunto duly authorized.
| | SPORTS FIELD HOLDINGS, INC. |
| | |
| Date: December 7, 2016 | By: | /s/ Jeromy Olson |
| | | Jeromy Olson |
| | | Chief Executive Officer |
3
