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 8, 2018
KUSH BOTTLES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55418 | 46-5268202 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1800 Newport Circle, Santa Ana, CA | 92705 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (714) 243-4311
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.x
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 8, 2018, Kush Bottles, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals:
(i) the election of five director nominees for a one-year term, such term to continue until the Company’s annual meeting of stockholders in 2019 or until such directors’ successors are duly elected and qualified or until their earlier resignation or removal;
(ii) the ratification of the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2018;
(iii) the approval of an amendment to the Company’s 2016 Stock Incentive Plan to increase the maximum number of shares authorized for issuance thereunder by 10,000,000 shares;
(iv) the approval of an amendment to the Company’s Articles of Incorporation to change the Company’s name to KushCo Holdings, Inc.; and
(v) the approval of an amendment and restatement of the Company’s Articles of Incorporation to add provisions relating to limitation of directors’ and officers’ liability and indemnification of directors, officers and other persons and to make certain other ministerial changes.
The voting results are reported below.
Proposal 1 – Election of Directors
Eric Baum, Barbara Goodstein, Donald Hunter, Dallas Imbimbo and Nicholas Kovacevich were elected as directors for a one-year term, such term to continue until the annual meeting of stockholders in 2019 or until such directors’ successors are duly elected and qualified or until their earlier resignation or removal. The results of the election were as follows:
| Name | | Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| Eric Baum | | 35,942,280 | | 56,777 | | 77,296 | | 18,396,859 |
| Barbara Goodstein | | 35,933,073 | | 64,644 | | 78,636 | | 18,396,859 |
| Donald Hunter | | 35,935,544 | | 49,119 | | 91,690 | | 18,396,859 |
| Dallas Imbimbo | | 35,882,060 | | 116,785 | | 77,508 | | 18,396,859 |
| Nicholas Kovacevich | | 35,952,533 | | 56,351 | | 67,469 | | 18,396,859 |
Proposal 2 – Ratification of the Appointment of RBSM LLP
The appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2018 was ratified. There were no broker non-votes on this proposal. The results of the vote were as follows:
| Votes For | | Votes Against | | Votes Abstained |
| 53,992,729 | | 187,398 | | 293,085 |
Proposal 3 – Approval of Amendment to 2016 Stock Incentive Plan
The amendment to the Company’s 2016 Stock Incentive Plan to increase the maximum number of shares authorized for issuance thereunder by 10,000,000 shares was approved. The results of the vote were as follows:
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 34,713,648 | | 1,289,273 | | 73,432 | | 18,396,859 |
Proposal 4 – Approval of Amendment to Articles of Incorporation to Change Name
The amendment to the Company’s Articles of Incorporation to change the Company’s name to KushCo Holdings, Inc. was approved. There were no broker non-votes on this proposal. The results of the vote were as follows:
| Votes For | | Votes Against | | Votes Abstained |
| 53,956,146 | | 264,206 | | 252,860 |
Proposal 5 – Approval of Amendment and Restatement of Articles of Incorporation
The amendment and restatement of the Company’s Articles of Incorporation to add provisions relating to limitation of directors’ and officers’ liability and indemnification of directors, officers and other persons and to make certain other ministerial changes was approved. The results of the vote were as follows:
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 35,549,175 | | 409,504 | | 117,674 | | 18,396,859 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | KUSH BOTTLES, INC. |
| | | (Registrant) |
| | | |
| May 9, 2018 | | /s/ Nicholas Kovacevich |
| (Date) | | Nicholas Kovacevich
Chairman and Chief Executive Officer |
