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 the earliest event reported): June 26, 2019
GREENWAY TECHNOLOGIES, INC.
| Texas | | 000-55030 | | 90-0893594 |
(State or other of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
1521 North Cooper Street, Suite 205
Arlington, Texas 76011
Formerly
(8851 Camp Bowie West Blvd. Suite 240
Fort Worth, Texas,76116)
(Address of principal executive offices) (Zip Code)
800-289-2515
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) |
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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)) |
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Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Greenway Technologies Inc. (the “Company”) was held on June 26, 2019. Results of items presented for voting are listed below.
PROPOSAL 1.The vote to approve the election of six director nominees listed in the proxy statement was as follows:
| | FOR | AGAINST | ABSTAIN | BROKER |
| | | | | NON-VOTES |
| Raymond Wright | 179,019,632 | 8,548,191 | 169,800 | 28,506,198 |
| Kevin Jones | 181,409,939 | 4,111,994 | 2,215,690 | 28,506,198 |
| Kenton J. Harer | 180,618,657 | 4,753,766 | | 28,506,198 |
| Ransom Jones | 130,823,335 | 35,221,690 | 21,692598 | 28,506,198 |
| Paul Alfano | 181,668,083 | 5,749,255 | 320,285 | 28,506,198 |
Michael Wykrent | 181,455,883 | 4,066,540 | 2,215,200 | 28,506,198 |
PROPOSAL 2. The vote to amend the Company’s Articles of Incorporation toincrease the authorized Class A common shares from 300 million common shares to 500 million common shares and to authorize 10 million Preferred Shares with the same par value.
| FOR | AGAINST | ABSTAIN | BROKER |
| | | NON-VOTES |
| 171,870,180 | 13,188,379 | 2,679,064 | 28,506,198 |
PROPOSAL 3.The vote to amend the Articles of Incorporationallowing the vote of the holders of a majority of the shares entitled to vote on and represented in person or by proxy at a shareholders' meeting at which a quorum is present.
| FOR | AGAINST | ABSTAIN | BROKER |
| | | | NON-VOTES |
| 182,717,962 | 5,001,176 | 18,485 | 28,506,198 |
PROPOSAL 4.The vote to amend the Company’s BylawsSection2.12 to set the number of Directors of this Corporation not less than Three (3) nor more than Seven (7). If there happens to be a tied vote on a matter then and in that event, the highest-ranking non-director shall cast the final vote.
| FOR | AGAINST | ABSTAIN | BROKER |
| | | | NON-VOTES |
| 177,927, 732 | 4,621,976 | 5,187,915 | 28,506,198 |
PROPOSAL 5.The voteto amend the Company’s BylawsSection3.07 to eliminate cumulative voting at all meetings of the stockholders.
| FOR | | AGAINST | ABSTAIN | | BROKER |
| | | | | | NON-VOTES |
| 172,086,553 | | 6,252,364 | 9,398,706 | | 28,506,198 |
PROPOSAL 6. The voteto amend its BylawsSection 3.14 of the Company’s Bylaws entitled “Special Meetings” to increase the percentage of shares necessary to call a Special Shareholders meeting from 10% to 25%.
| FOR | AGAINST | ABSTAIN | BROKER |
| | | | NON-VOTES |
| 163,392,538 | 21,477,085 | 2,868,000 | 28,506,198 |
PROPOSAL 7. The vote to ratify the appointment ofSoles, Heyn & Company, LLP as the Company’s independent registered accounting firm.
| FOR | AGAINST | ABSTAIN | BROKER |
| | | | NON-VOTES |
| 211,425,273 | 2,071,542 | 2,747,006 | 0 |
As a result, the shareholders passed all 7 proposals presented to them by an overwhelming majority of their votes cast by proxy and in person.
Item 9.01 Financial Statements and Exhibits
3.9 Bylaws as Amended
Certificate and Report of The Inspector of Election
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Registrant | Greenway Technologies, Inc. |
| | | |
| Date: July 2, 2019 | By: | /s/ Raymond Wright |
| | | Raymond Wright, Chairman of the Board |
