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):   September 28, 2016

 

_________________________

 

EL CAPITAN PRECIOUS METALS, INC. 

(Exact Name of Registrant as Specified in Charter)

 

 

Nevada   333-56262   88-0482413
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification No.)

 

 

 

5871 Honeysuckle Road

Prescott, AZ

  86305-3764  
  (Address of Principal Executive Offices)   (Zip Code)  

 

 

(928) 515-1942

(Registrant’s telephone number, including area code)

 

Not Applicable

(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)).

 

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Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

At the Company’s annual meeting of stockholders held September 28, 2016, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 400,000,000 to 500,000,000 shares. The change in the authorized number of shares of common stock was effected pursuant to an Certificate of Amendment (the “Certificate of Amendment”) filed with the Secretary of State of the State of Nevada on October 4, 2016 and was effective as of such date. The foregoing description of the Amendment is qualified in its entirety by the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

The registrant held its annual meeting of stockholders on September 28, 2016. At the meeting, the registrant’s shareholders took the following actions:

 

  (i)

The stockholders elected the following five directors to serve as members of the registrant’s Board of Directors until the next annual meeting of stockholders:

 

•     John F. Stapleton

•     Timothy J. Gay

•     Clyde L. Smith

•     Daniel Gabino Martinez

•     Charles C. Mottley

 

The stockholders present in person or by proxy cast the following numbers of votes in connection with the election of directors:

 

             
   

Nominee

 

Votes For

 

Votes Withheld

    John F. Stapleton   127,937,525   19,460,867
    Timothy J. Gay   128,116,568   19,281,824
    Clyde L. Smith   137,852,098     9,546,294
    Daniel Gabino Martinez   127,873,277   19,525,115
    Charles C. Mottley   117,089,210   30,309,182
   

 

In addition to the nominees listed above, the following individuals received votes:

 

    John R. Balding   2,396,000    
    Larry Balding      275,000    
    Darren A. Fish   2,396,000    
    Douglas R. Sanders   5,496,000    
    Scott L. Sanders   1,571,000    
    Robert W. Shirk   1,871,000    

 

  (ii) The stockholders ratified the appointment of MaloneBailey, LLP as the independent registered public accounting firm of the registrant for fiscal 2016. There were 264,579,409 votes cast for the proposal; 6,725,991 votes were cast against the proposal; 5,544,117 votes abstained; and there was one  broker non-vote; and

 

  (iii) The stockholders approved an amendment to the registrant’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 400,000,000 to 500,000,000 shares. There were 542,535,254 votes cast for the proposal (of which 365,655,720 shares were cast by the holders of the Company’s Series B Convertible Preferred Stock); 92,361,876 votes were cast against the proposal; 6,825,168 votes abstained; and there were 782,941 broker non-votes.  Holders of outstanding shares of Series B Convertible Preferred Stock were entitled to vote such shares at the meeting only with respect to this proposal, and did not have the right to vote such shares on the other proposals brought before the meeting.

 

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Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
     
3.1  

Certificate of Amendment

 

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.

 

  EL CAPITAN PRECIOUS METALS, INC.
   
   
  By: /s/ Stephen J. Antol
Date:   October 4, 2016   Name: Stephen J. Antol
    Title: Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.   Description
     
3.1  

Certificate of Amendment

 

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EXHIBIT 3.1