UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 9, 2016
 
CVD EQUIPMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
New York
(State or Other Jurisdiction of Incorporation or Organization)
 
              1-16525                                                                                       11-2621692
      (Commission File Number)                                                                (IRS Employer Identification No.)
 
355 South Technology Dr. Central Islip, New York 11722
(Address of Principal Executive Offices, Including Zip Code)
 
 
(631) 981-7081
(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
( see General Instruction A.2. below):
 
 
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))
 
 

 
 
 

 
Item 5.07
Submission of Matters to a Vote of Security Holders
 
On December 9, 2016, the following proposals were submitted to the shareholders of the Company at its Annual Meeting: (i) the election of five (5) directors to the Board of Directors of the Company to serve until the 2017 Annual Meeting of Shareholders; (ii) an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company to 20,000,000 shares; (iii) the ratification of MSPC, Certified Public Accountants and Advisors, P.C. as the Company’s independent registered public accounting firm for the years ending December 31, 2016 and December 31, 2017; (iv) the approval of the 2016 CVD Equipment Corporation Share Incentive Plan; (v) the approval of a non-binding advisory resolution supporting the compensation of the Company’s named executive officers; and (vi) the approval of a non-binding advisory resolution regarding the frequency of future non-binding advisory votes related to future named executive officer compensation.
 
The following are the final vote results for each proposal.
 
(i)           The Company’s shareholders elected each of the following five (5) directors to serve on Company’s Board of  Directors until their successors are duly elected and qualified by the following vote:
 
Election of Directors
Votes For
Votes Against
Leonard A. Rosenbaum
2,253,616
21,575
Martin J. Teitelbaum
2,185,574
89,617
Conrad J. Gunther
2,056,417
218,774
Lawrence J. Waldman
2,254,616
20,575
Raymond A. Nielsen
2,254,616
20,575
 
(ii)           The Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock to 20,000,000 shares by the following vote:
 
Votes For
Votes Against
Votes Abstained
4,181,003
894,510
65,888
 
The Certificate of Amendment to the Certificate of Incorporation is filed with this report as Exhibit 3.1 and incorporated by reference.
 
(iii)           The Company’s shareholders ratified the appointment of MSPC, Certified Public Accountants and Advisors, P.C. as the Company’s independent registered public accounting firm for the years ending December 31, 2016 and December 31, 2017 by the following vote:
 
Votes For
Votes Against
Votes Abstained
5,102,575
30,331
8,495
 
 
(iv)           The Company’s shareholders approved the 2016 CVD Equipment Corporation Share Incentive Plan by the following vote:
 
Votes For
Votes Against
Votes Abstained
1,604,135
625,392
45,664
 
 
(v)           The Company’s shareholders approved a non-binding advisory resolution supporting the compensation of the Company’s named executive officers by the following vote:

 
 
 

 
Votes For
Votes Against
Votes Abstained
1,990,896
235,771
48,524
 
(vi)            The Company’s shareholders approved a non-binding advisory resolution regarding the frequency of future non-binding advisory votes related to future named executive officer compensation by the following vote:
 
 
Number of Votes Cast
In Favor of Three Years
 
Number of Votes Cast
In Favor of Two Years
 
Number of Votes Cast
In Favor of One Year
 
Number of Votes
Abstained
1,322,203
 
76,695
 
834,455
 
41,838
 
 
 
Item 9.01                      Financial Statements and Exhibits.
 
Exhibit No. Description
 
3.1              Certificate of Amendment to the Articles of Incorporation dated December  9, 2016
 
 
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.
 
       
CVD EQUIPMENT CORPORATION
Date: December 14, 2016
     
 
/s/ Leonard A. Rosenbaum                  
           
Name: Leonard A. Rosenbaum
           
Title:  Chairman, President,
Chief Executive Officer and
Director (Principal Executive Officer)
 

 
 
 

CERTIFICATE OF AMENDMENT
 
OF THE
 
CERTIFICATE OF INCORPORATION
 
OF CVD EQUIPMENT CORPORATION
 
Under Section 805 of the
 
Business Corporation Law
 
 
 
The undersigned President of CVD Equipment Corporation, f/k/a CVD Equipment Corp., a Corporation organized under the laws of the State of New York (the “Corporation”), hereby certify that:
 
 
1.
The name of the Corporation is CVD Equipment Corporation.
 
 
2.
The name under which the Corporation was formed was CVD Equipment Corp., which was changed to CVD Equipment Corporation on July 10, 1985.
 
 
3.
The Certificate of Incorporation was filed by the Department of State on the 13 th day of October, 1982.
 
 
4.
The Certificate of Incorporation is hereby amended to effect the following changes: (i) to increase the authorized common stock of the Corporation from Ten Million (10,000,000) shares of common stock with a par value of One Cent ($.0l) each to Twenty Million shares of common stock with a par value of One Cent ($.0l) each; and (ii) to amend provisions contained in Article FOURTH of the Certificate of Incorporation to delete all references to preferred stock.
 
The Corporation is currently authorized to issue an aggregate of 10,000,750 shares of stock, which are divided into Ten Million (10,000,000) shares of Common Stock with a par value of One Cent ($.0l) each, Five Hundred (500) shares of Class A Preferred Stock with a par value of One Cent ($.0l) each, and Two Hundred Fifty (250) shares of Class B Preferred Stock with a par value of One Cent ($.0l) each. Currently, six million three hundred twenty-four thousand one hundred eighty (6,324,180) shares of Common Stock are authorized and issued. Pursuant to the terms of the Certificate of Incorporation, the Company has redeemed all shares of Class A Preferred Stock and Class B Preferred Stock, and such shares may not be reissued. Therefore, zero (0) shares of Class A Preferred Stock are currently authorized and unissued, and zero (0) shares of Class A Preferred Stock are currently authorized and unissued. The Corporation hereby amends the Certificate of Incorporation to provide the Corporation the authority to issue 20,000,000 shares of common stock, with a par value of One Cent ($.0l) each, and to delete all references to Class A Preferred Stock and Class B Preferred Stock.
 

 
 
 
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This amendment shall not affect the six million three hundred twenty-four thousand one hundred eighty (6,324,180) shares of Common Stock, par value of One Cent ($.0l) each, currently authorized and issued .
 
 
5.
The Certificate of Incorporation of the Corporation is hereby further amended whereby Paragraph FOURTH is hereby amended to read as follows:
 
FOURTH:                      The Corporation is authorized to issue one class of stock to be designated "Common”. The number of shares of Common Stock which the Corporation shall have authority to issue is Twenty Million (20,000,000), with a par value of One Cent ($.0l) per share of Common Stock.
 
 
6.
This amendment to the Certificate of Incorporation was authorized at a meeting of the Shareholders by the majority vote of all the outstanding shares entitled to vote thereon.
 
IN WITNESS HEREOF, this Certificate has been subscribed this 9 th day of December, 2016 by the undersigned who affirm that the statements made herein are true under the penalties of perjury.
 
 
/s/ Leonard A. Rosenbaum                                            
 
Name: Leonard A. Rosenbaum
 
Title:   Chief Executive Officer, President
 
and Chairman
 

 
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CERTIFICATE OF AMENDMENT
 
OF THE
 
CERTIFICATE OF INCORPORATION
 
OF
 
 CVD EQUIPMENT CORPORATION
 
 
 
 
 
 
 
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
 
 
 
Filed by:
Ruskin Moscou Faltischek, PC
1425 RXR Plaza
Uniondale, NY 11556
 
 
 

 
 
 
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