As Filed with the Commission on August  21, 2017
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):  August 17, 2017
 
ABCO ENERGY, INC.
 (Name of registrant as specified in its Charter)
 
NEVADA
000-55235
20-1914514
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
2100 North Wilmot, #211, Tucson, AZ
85712
(Address of principal executive offices)
(Zip Code)

(520) 777-0511
(Registrant’s telephone number, including area code)

                                                                                                     
(Former name 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))

  
Indicate by check mark  whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☒
 
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. ☐
ITEM 5.02 (e): Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 17, 2017, at a Special Meeting of Shareholders (“Special Meeting”) duly noticed at which a quorum was present, the Registrant and shareholders adopted, among other matters, a proposal to amend Registrant’s 2015 Stock Option and Incentive Stock Plan (“Equity Incentive Plan”) to increase the number of shares of Common Stock available for issuance under the Equity Incentive Plan from 25,000,000 to 200,000,000 shares.  The officers and directors of Registrant participate in the Equity Incentive Plan.  

ITEM 5.07.:  Submission of Matters to a Vote of Security Holders:

(a)
A Special Meeting of Shareholders was held on August 17, 2017 to act upon the three proposals described in (b) below (“Proposals”);
(b)
The Proposals acted upon were as follows:

1.
a proposal to amend the Company’s Articles of Incorporation, as amended, to increase the authorized shares of Common Stock to 1,000,000,000 shares;
2.
a proposal to delete a prior authorized Series of Preferred Stock; and to specifically authorize the issuance of 100,000,000 shares of Preferred Stock;
3.
to increase the total number of shares authorized for issuance under the Company’s 2015 Equity Incentive Plan”) for 25,000,000 to 200,000,000 shares; and
4.
the transaction of such other business as may properly come before the Special Meeting or at any adjournment or postponement thereof.

As to each of the Proposals, the final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-vote are set forth below:

(b)(i)
 
To Approve the
Increase in Common Shares
 
               
For
   
Against
   
Abstain
 
 
18,345,125
     
8,629,843
     
775,172
 

(b)(ii)
 
To Approve the
Increase in Preferred Shares
 
               
For
   
Against
   
Abstain
 
 
10,491,032
     
1,418,046
     
402,300
 


(b)(iii)
 
To Approve the
Number of Shares Covered by
Equity Incentive Plan
 
               
For
   
Against
   
Abstain
 
 
10,491,923
     
1,350,880
     
430,785
 
 

(c)
Not applicable.
(d)
Not applicable.
 
2

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(a)
Financial statements of businesses acquired.

Not applicable

(b)
Pro forma financial information.
 
Not applicable
 
(c)
Shell company transactions.
 
Not applicable

(d)
Exhibits
 
Exhibit No.
Description of Exhibit
 
 
3.1
 
 

 
3
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ABCO ENERGY, INC.
 
 
 
Dated: August 21, 2017
By:
/s/  Charles O’Dowd
 
 
 
Name: Charles O’Dowd
 
 
Title: Chief Executive Officer
 
 
 
 
 
4

EXHIBIT 3.1
 
 
 
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www . nv sos.gov
 
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
     
 Filed in the office of
Barbara K. Cegavske
Secretary of State
State of Nevada
 Document Number
  20170353402-07
 
 Filing Date and Time
 08/17/2017 2:30PM
 
 Entity Number
 C20346-2004
         
 
USE BLACK INK ONLY •   DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
 
1. 
Name of Represented Entity:
 
ABCO ENERGY, INC.
 
2. 
The articles have been amended as follows: (provide article numbers, if available)
 
Article #3. Authorized Stock
Common Stock: 1,000,000,000 shares with par value $0.001
Preferred Stock: 100,000,000 shares with par value $0.001
 
Attachment for detail on next page.
 
 
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:       18,345,125
 
4.
Effective date and time of filing: (optional)                                           Date:                                                           Time:                                                  
(must not be later than 90 days after the certificate is filed)
 
5.
Signature: (required)
 
X    
Signature of Officer  
 
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
 
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must  be accompanied  by appropriate fees.
Nevada Secretary of State Form RA Change by Entity
Revised : 1 - 5-15
 
 
 
AMENDMENT TO ABCO ENERGY, INC. ARTICLES OF INCORPORATION
ARTICLE 3 - SHARES

“Article 3 of the Articles of Incorporation Amended in full to read as follows:

1.
Common Stock - The total number of shares of common stock which the corporation has authority to issue is 1,000,000,000, par value $0.001 per share (hereinafter the “Common Stock”). Except to the extent required by governing law, rule or regulation, the shares of Common Stock may be issued from time to time by the Board of Directors without further approval of stockholders.  The Corporation shall have the authority to purchase its Common Stock out of funds lawfully available therefore.  The Common Stock shall not have any preemptive rights.

2.
Preferred Stock - The specific authorization in this Article 3 for 2,886,704 shares of Series A Convertible Preferred Stock is hereby revoked and rescinded and thereafter the total number of preferred stock which the corporation has authority to issue is 100,000,000 which shall be designated as newly authorized preferred stock, par value $0.001 per share (hereafter the “Preferred Stock”).  Except to the extent required by governing law, rule or regulation, the shares of Preferred Stock may be issued from time to time by the Board of Directors without further approval of shareholders.  The corporation shall have the authority to purchase its Preferred Stock out of funds lawfully available therefore.  The Preferred Stock shall not have any preemptive rights.”