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): (February 17, 2015)
FLUX POWER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
Nevada
(State or Other Jurisdiction of Incorporation) |
000-25909
(Commission File Number) |
86-0931332
(IRS Employer
|
|
985 Poinsettia Avenue, Suite A, Vista, California (Address of Principal Executive Offices) |
92081 (Zip Code) |
877-505-3589
(Registrant’s telephone number, including area code)
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):
| ¨ | 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 5.03 | Amendments To Articles Of Incorporation |
On February 17, 2015, Flux Power Holdings, Inc. (the “Company”) announced that its Board of Directors, with the approval of a majority of votes of its shareholders, had approved an amendment to its Articles of Incorporation to change the authorized number of shares of common stock of the Company from 145,000,000 to 300,000,000 shares (the “Amendment”).
The Amendment was submitted to the Nevada Secretary of State and was declared effective on February 18, 2015, the date of filing of the file-stamped copy by the Nevada Secretary of State.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On February 17, 2015 at 10:00 a.m. local time, the Company held its 2015 Annual Meeting of Shareholders (“Annual Meeting”) at its corporate offices located at 985 Poinsettia Avenue, Suite A, Vista, California 92081. There were 99,214,112 shares of common stock outstanding and entitled to vote at the meeting and 64,486,805 shares were represented at the meeting in person or by proxy, constituting a quorum. The voting results are presented below.
1. Election of Directors
| NAME OF DIRECTOR | FOR | WITHHELD | ||||||
| Timothy Collins | 49,281,673 | 12,142,670 | ||||||
| Ronald F. Dutt | 49,581,672 | 11,842,671 | ||||||
| Christopher L. Anthony | 49,131,673 | 12,292,670 | ||||||
| Michael Johnson | 49,581,673 | 11,842,670 | ||||||
2. Approval to amend our Articles of Incorporation to increase the authorized number of shares of common stock:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 64,086,601 | 387,340 | 12,864 | 3,062,462 | |||||||||||
3. Approval of 2014 Equity Incentive Plan:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 61,374,043 | 24,158 | 26,142 | ||||||||||||
4. Ratification of Independent Board’s appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 64,473,953 | 12,754 | 98 | ||||||||||||
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5. Advisory vote on named executive officer compensation:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 61,372,944 | 49,255 | 2,144 | 3,062,462 | |||||||||||
6. Non-binding vote on the frequency of executive compensation votes:
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | |||||||||||
| 111,958 | 6,242 | 61,305,943 | 200 | |||||||||||
In light of the results of the shareholder vote on a frequency at which the Company should include an advisory vote regarding the compensation of the Company’s named executive officers, the Company has determined to conduct a shareholder vote every three years regarding the compensation of the Company’s named executive officers until the next required vote on the frequency of shareholder votes on compensation of named executive officers.
Item 9.01 Financial Statements And Exhibits
| (D) | Exhibits | |
| 3.1 | Amended and Restated Articles of Incorporation dated February 18, 2015. |
SIGNATURE
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.
| Flux Power Holdings, Inc., | |
| A Nevada Corporation | |
| Dated: February 19, 2015 | /s/ Ron Dutt |
| Ron Dutt, Chief Executive Officer and Interim Chief Financial Officer |
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Exhibit 3.1
AMENDED AND RESTATED
Articles OF INCORPORATION
OF
FLUX POWER HOLDINGS, INC.
The undersigned hereby certifies:
1. That pursuant to Section 78.403 of the Nevada Revised Statutes this Amended and Restated Articles of Incorporation of Flux Power Holdings, Inc. correctly sets forth and consolidates the entire text of the Articles of Incorporation of Flux Power Holdings, Inc., as amended to date.
2. The Articles of Incorporation of Flux Power Holdings, Inc. are hereby amended and restated to read as follows:
Article I
The name of the corporation is Flux Power Holdings, Inc.
Article II
The principal place of business of the corporation shall be in the County of Clark and in the State of Nevada, but the Board of Directors shall designate other places, either within or without the State of Nevada, where other offices may be established and maintained and where corporate business may be transacted.
Article III
Omitted
Article IV
The purpose for which this corporation is organized is the transaction of any and all lawful business for which corporation may be incorporated under the laws of the State of Nevada, as they may be amended from time to time, and specifically, but not in limitation thereof for the purpose of developing genetically engineered agricultural and cloning a variety of nursery crops.
Article V
There are no limitations of the powers of the corporation.
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Article VI
The corporation shall have authority to issue three hundred million (300,000,000) shares of Common Stock at par value of $0.001 per share; and five million (5,000,000) shares of Preferred Stock at a par value of $0.001.
Article VII
The holders of the Common Stock shall not have preemptive rights as to the stock then and thereafter authorized to be issued, including Treasury Stock.
Article VIII
The corporation shall be managed by a Board of Directors whose duties and responsibilities are set forth in By-Laws to be adopted by the corporation. The corporation shall have not less than one, nor more than seven Directors.
Article IX
Omitted
Article X
The Board of Directors of the corporation may from time to time distribute on a pro-rata basis to its shareholders out of the capital surplus of the corporation, a portion of its assets, in cash or property.
Article XI
The corporation shall indemnify any person who incurs expenses by reason of the fact that he or she is or was an officer, director, employee of agent of the corporation. This indemnification shall be mandatory on all circumstances in which indemnification is permitted by law.
Article XII
The corporation shall indemnify its directors and officers of the corporation from personal liability for lawful acts of the corporation as permitted by law.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:64,086,601.
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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Articles of Incorporation as of February 17, 2015.
| FLUX POWER HOLDINGS, INC. | |
| /s/ Ronald Dutt | |
| Ronald F. Dutt, President and Chief Executive Officer |
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