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): January 30, 2017
iSign Solutions Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-19301 | | 94-2790442 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
2025 Gateway Place, Suite 485
San Jose, CA 95110
(Address of principal executive offices)
(650) 802-7888
Registrant’s telephone number, including area code
(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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 30, 2017, the Company held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) at which the stockholders voted upon (i) the election of seven directors, (ii) an increase in the number of shares available for future grant in the Company’s 2011 Stock Compensation Plan, (iii) an Amended and Restated Certificate of Incorporation to decrease the authorized shares of common stock, (iv) an Amended and Restated Certificate of Incorporation to decrease the authorized shares of preferred stock, and (v) ratification of the appointment of Armanino LLP as the Company's independent auditors for the year ended December 31, 2016. The stockholders elected each of the director nominees and approved all other proposals.
As of December 16, 2016, the record date for the 2016 Annual Meeting, the Company had 5,762,644 shares of Common Stock outstanding.
The tables below set forth information regarding the results of the voting at the 2016 Annual Meeting.
Proposal 1: Election of Directors
The stockholders voted to elect the following individuals as directors for a one-year term as follows.
| Nominees | | For | | | Withheld | | | Broker Non-Votes | |
Philip S. Sassower
| | | 3,152,101 | | | | 94,440 | | | | - | |
Michael W. Engmann
| | | 3,213,161 | | | | 33,380 | | | | - | |
Andrea Goren
| | | 3,211,937 | | | | 34,604 | | | | - | |
David E. Welch
| | | 3,183,860 | | | | 62,681 | | | | - | |
Stanley Gilbert
| | | 3,183,860 | | | | 62,681 | | | | - | |
Jeffrey Holtmeier
| | | 3,185,084 | | | | 61,457 | | | | - | |
| Francis Elenio | | | 3,185,084 | | | | 61,457 | | | | - | |
Proposal 2: Increase Shares for 2011 Stock Compensation Plan
The stockholders approved the proposed increase in the number of shares available for future grant in the Company’s 2011 Stock Compensation Plan:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 3,128,686 | | | | 117,648 | | | | 207 | | | | - | |
Proposal 3: Decrease the Authorized Shares of Common Stock
The stockholders approved an Amended and Restated Certificate of Incorporation to decrease the authorized shares of common stock:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 3,244,874 | | | | 1,507 | | | | 160 | | | | - | |
Proposal 4: Decrease the Authorized Shares of Preferred Stock
The stockholders approved an Amended and Restated Certificate of Incorporation to decrease the authorized shares of preferred stock:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 3,245,807 | | | | 734 | | | | 0 | | | | - | |
Proposal 5: Ratification of Auditors
The stockholders ratified the appointment of Armanino LLP as the Company's independent auditors for the year ended December 31, 2016:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 3,185,232 | | | | 235 | | | | 61,074 | | | | - | |
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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.
| | iSign Solutions Inc. |
| Date: February 2, 2017 | |
| By: | /s/ Andrea Goren |
| | | Andrea Goren |
| | | Chief Financial Officer
|
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