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 31, 2018
 
GLOWPOINT, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
00025940
 
77-0312442
(State or other jurisdiction of incorporation or organization)
 
(Commission file number)
 
(I.R.S. Employer
Identification Number)
 
 
 
 
 
1776 Lincoln Street, Suite 1300
Denver, Colorado 80203
(Address of principal executive offices, zip code)
 
 
 
 
 
 
 
(303) 640-3838
 
 
(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:
 
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))
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 company o
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. o




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

Glowpoint, Inc., a Delaware corporation (the “ Company ”), held its 2018 Annual Meeting of Stockholders on May 31, 2018 (the “ Annual Meeting ”). At the Annual Meeting, as further discussed below under Item 5.07 of this Current Report, the Company’s stockholders approved an amendment (the “ Amendment ”) to the Glowpoint, Inc. 2014 Equity Incentive Plan (the “ 2014 Plan ”) to (i) increase the maximum aggregate number of shares of the Company’s Common Stock, par value $0.0001 per share (“ Common Stock ”), that may be issued pursuant to all awards under the 2014 Plan to 7,400,000 shares from 4,400,000 shares; (ii) allow for the tax withholding of shares up to the maximum statutory withholding requirements upon any exercise, vesting or payment of any award; and (iii) allow for the distribution of treasury shares for the grant of awards under the 2014 Plan. The Company’s Board of Directors had previously approved the Amendment on April 12, 2018, subject to stockholder approval.

The principal terms of the 2014 Plan, as amended by the Amendment, are described in the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 23, 2018, which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As discussed above, the Company held its Annual Meeting on May 31, 2018. Of the 46,484,978 shares of the Company’s Common Stock issued and outstanding as of April 16, 2018 (the “ Record Date ”), 35,729,383 shares of Common Stock (approximately 77%) were present or represented by proxy at the Annual Meeting. In addition, as of the Record Date the Company had issued and outstanding (i) 31.6 shares of the Company’s Series A-2 Convertible Preferred Stock, par value $0.0001 per share (“ Series A-2 Preferred Stock ”), with each share entitled to vote on an as converted basis based upon a conversion price of $2.16 per share, resulting in an aggregate of 109,722 as-converted shares of Common Stock for voting purposes; (ii) 375 shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (“ Series B Preferred Stock ”), with each share entitled to vote on an as converted basis based upon a conversion price of $0.28 per share, resulting in an aggregate of 1,339,286 as-converted shares of Common Stock for voting purposes; and (iii) 1,275 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (“ Series C Preferred Stock ” and, together with the Series A-2 Preferred Stock and the Series B Preferred Stock, the “ Preferred Stock ”), with each share entitled to vote on an as converted basis based upon a conversion price of $0.33 per share, resulting in an aggregate of 3,863,636 as-converted shares of Common Stock for voting purposes. Of the foregoing shares of Preferred Stock, no shares of Series A-2 Preferred Stock, no shares of Series B Preferred Stock, and 400 shares of Series C Preferred Stock (approximately 31%) were present or represented by proxy at the Annual Meeting. Giving effect to the Preferred Stock on an as-converted basis, there were 36,941,504 shares (approximately 71%) of Common Stock present, in person or by proxy, at the Annual Meeting.

The proposals listed below were submitted to a vote of the Company’s stockholders at the Annual Meeting. Each of the proposals was approved by the Company’s stockholders pursuant to the voting results set forth below, which give effect to votes cast, in person or by proxy, by holders of Preferred Stock on an as-converted basis.

1.    Election of the following persons to the Board of Directors of the Company to serve until the Company’s next annual meeting of stockholders, or until their respective successors are duly elected and qualified:



Name
Votes For
Votes Withheld
Broker Non-Votes
Kenneth Archer
21,331,572
2,892,957
12,716,575
David Giangano
21,337,683
2,886,846
12,716,575
Peter Holst
21,337,369
2,887,160
12,716,575
Patrick J. Lombardi
21,337,683
2,886,846
12,716,575
James S. Lusk
22,839,749
1,384,780
12,716,575

2.    Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018:

Votes For
Votes Against
Votes Abstain
Broker Non-Votes
36,831,797
87,674
21,633
0

3.    Approval of an amendment to the Glowpoint, Inc. 2014 Equity Incentive Plan to (a) increase the shares reserved for issuance thereunder, (b) allow for the tax withholding of shares up to the maximum statutory withholding requirements upon any exercise, vesting or payment of any award and (c) allow for the distribution of treasury shares for the grant of awards under the plan:

Votes For
Votes Against
Votes Abstain
Broker Non-Votes
21,397,901
2,776,404
50,224
12,716,575

4.    Approval, on an advisory and non-binding basis, of the Company’s executive compensation as described in the proxy statement for the Annual Meeting:

Votes For
Votes Against
Votes Abstain
Broker Non-Votes
21,408,460
2,788,959
27,110
12,716,575

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.
Description
10.1
First Amendment to the Glowpoint, Inc. 2014 Equity Incentive Plan, dated May 31, 2018.




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.
 
Date: June 1, 2018
 
 
 
 
 
 
GLOWPOINT, INC.
 
 
 
 
 
 
 
By:
/s/ Peter Holst
 
 
Name: Peter Holst
 
 
Title: Chief Executive Officer




EXHIBIT INDEX
Exhibit No.
Description
First Amendment to the Glowpoint, Inc. 2014 Equity Incentive Plan, dated May 31, 2018.




FIRST AMENDMENT
TO THE
GLOWPOINT, INC.
2014 EQUITY INCENTIVE PLAN
May 31, 2018
This First Amendment (this “ Amendment ”) to the 2014 Equity Incentive Plan (the “ Plan ”) of Glowpoint, Inc., a Delaware corporation (the “ Company ”), was adopted by the Company’s Board of Directors (the “ Board ”) on April 12, 2018, and shall become effective upon approval by the Company’s shareholders on May 31, 2018 (the “ Effective Date ”). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
RECITALS
WHEREAS, the Board adopted the Plan on April 22, 2014, following which the Plan was approved by the shareholders of the Company at the Company’s 2014 Annual Meeting of Shareholders held on May 28, 2014; and
WHEREAS, the Company desires to amend the Plan as set forth herein.
NOW, THEREFORE, the Plan is hereby amended as follows, effective as of the Effective Date:
AGREEMENT
1) Amendments to Plan .

a) Section 4.1 . Section 4.1 of the Plan is hereby amended and restated in its entirety as set forth below:

4.1 Shares Available . Subject to the provisions of Section 7.1, the capital stock available for issuance under this Plan may consist, in whole or in part, of shares of the Corporation’s authorized but unissued Common Stock, treasury shares constituting Common Stock or shares of Common Stock reacquired by the Corporation in any manner. For purposes of this Plan, “ Common Stock ” shall mean the common stock of the Corporation, par value $0.0001 per share, and such other securities or property as may become the subject of awards under this Plan pursuant to an adjustment made under Section 7.1.
b) Section 4.2 . Section 4.2 of the Plan is hereby amended and restated in its entirety as set forth below:

4.2 Share Limit . The maximum number of shares of Common Stock that may be delivered pursuant to awards granted to Eligible Persons under this Plan is 7,400,000 shares of Common Stock (the “ Share Limit ”).
The foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1 and Section 8.10.
c) Section 5.2.7 . Section 5.2.7 of the Plan is hereby amended and restated in its entirety as set forth below:
5.2.7 Compensation Limitations . The maximum aggregate number of shares of Common Stock that may be issued to any Eligible Person during the term of this Plan pursuant to Qualifying Options and Qualifying SARs may not exceed 7,400,000 shares of Common Stock. The maximum aggregate number of shares of Common Stock that may be issued to any Eligible Person pursuant to Performance-Based Awards granted during the 162(m) Term (other than cash awards granted pursuant to Section 5.1.6 and Qualifying Options or Qualifying SARs) may not exceed 7,400,000 shares of Common Stock. The maximum amount that may be paid to any Eligible Person pursuant to Performance-Based Awards granted pursuant to Sections 5.1.6 (cash awards) during the 162(m) Term may not exceed $10,000,000.
d) Section 8.5 . Section 8.5 of the Plan is hereby amended and restated in its entirety as set forth below:

8.5 Tax Withholding . Upon any exercise, vesting, or payment of any award, the Corporation or one of its Subsidiaries shall have the right at its option to:
(a) require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of up to the maximum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such award event or payment; or




(b) deduct from any amount otherwise payable in cash to the participant (or the participant’s personal representative or beneficiary, as the case may be) an amount up to the maximum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such cash payment.
In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion (subject to Section 8.1) grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy up to the maximum applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the maximum whole number of shares required for tax withholding under applicable law.
2) No Further Amendments; Effective Date . This Amendment amends only the provisions of the Plan as set forth herein, and those provisions not expressly amended shall be considered in full force and effect. Notwithstanding the foregoing, this Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and the intent of this Amendment. This Amendment shall be effective as of the Effective Date.

3) Governing Law . This Amendment shall be governed by the law as set forth in Section 8.8.1 of the Plan.

As adopted by the Board on April 12, 2018 and approved by the Company’s shareholders on May 31, 2018.