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 10, 2015
Voltari Corporation
(Exact name of registrant as specified in its charter)
Delaware | 000-55419 | 90-0933943 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
601 W. 26th Street, Suite 415
New York, NY 10001
(Address of Principal Executive Offices, including Zip Code)
(212) 388-5500
(Registrants 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)) |
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 16, 2015, Voltari Corporation (the Company) filed with the Secretary of State of the State of Delaware a certificate of amendment to the Companys Amended and Restated Certificate of Incorporation, as amended (the Certificate of Amendment), to reduce the number of shares authorized to be issued by the Company from 975,000,000, consisting of 625,000,000 shares of common stock, par value one-tenth of one cent ($.001) per share (Common Stock), and 350,000,000 shares of preferred stock, par value one-tenth of one cent ($.001) per share (Preferred Stock), to 30,000,0000, consisting of 25,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Certificate of Amendment became effective at 4:15 p.m. on September 16, 2015. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Voltari Corporation (the Company) held its Annual Meeting of stockholders on September 10, 2015 (the Annual Meeting). At the Annual Meeting, stockholders voted on the following proposals and cast their votes as described below. A more detailed description of each proposal is set forth in the Companys Proxy Statement filed with the Securities and Exchange Commission on August 14, 2015.
Proposal No. 1. Election of Directors. The stockholders elected all of the Boards nominees for director, to serve until the Companys next annual meeting of stockholders or until their respective successors are duly elected and qualified, by the votes set forth in the table below:
Name |
For | Withheld | Abstained | Broker Non-Vote | ||||||||||
James L. Nelson |
5,059,061 | 39,603 | 0 | 2,451,105 | ||||||||||
Jay A. Firestone |
5,058,671 | 39,993 | 0 | 2,451,105 | ||||||||||
Hunter C. Gary |
4,998,907 | 99,757 | 0 | 2,451,105 | ||||||||||
Kevin Lewis |
5,061,356 | 37,308 | 0 | 2,451,105 | ||||||||||
Andrew Roberto |
5,058,195 | 40,469 | 0 | 2,451,105 |
Proposal No 2. Advisory Approval of the Companys Executive Compensation. The stockholders approved, on a non-binding, advisory basis, the compensation of the Companys named executive officers, by the votes set forth in the table below:
For |
Against | Abstained | Broker Non-Vote | |||||||||
5,021,195 |
71,280 | 6,189 | 2,451,105 |
Proposal No 3. Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Grant Thornton LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2015, by the votes set forth in the table below:
For |
Against | Abstained | Broker Non-Vote | |||||||||
7,414,033 |
99,192 | 36,541 | 0 |
Proposal No 4. Adoption of Amendment to Amended and Restated Certificate of Incorporation (as amended). The stockholders approved the adoption of an amendment to the Companys Amended and Restated Certificate of Incorporation (as amended) to reduce the number of shares authorized to be issued by the Company:
For |
Against | Abstained | Broker Non-Vote | |||||||||
7,308,907 |
188,170 | 11,346 | 41,346 |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Voltari Corporation. |
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.
VOLTARI CORPORATION (Registrant) |
||||||
September 16, 2015 | By: |
/s/ John Breeman |
||||
(Date) |
John Breeman Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
VOLTARI CORPORATION
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
Voltari Corporation (hereinafter called the Corporation), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the DGCL), DOES HEREBY CERTIFY THAT:
FIRST : The name of the Corporation is Voltari Corporation. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 14, 2012 under the name Mobile Systems Corp. and was amended to change the name of the Corporation to Voltari Corporation on January 16, 2013. The original Certificate of Incorporation, as amended, was amended and restated in its entirety on February 8, 2013. The Amended and Restated Certificate of Incorporation was further amended on April 23, 2013 and on September 5, 2014.
SECOND : The Board of Directors of the corporation duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendment be submitted to the stockholders of the Corporation for approval. Thereafter, a meeting of the stockholders of the Corporation was duly called upon notice in accordance with Section 222 of the DGCL and held in accordance with the provisions of Section 211 of the DGCL on September 10, 2015. At such meeting, the amendment was submitted to the stockholders of the Corporation for approval and was duly adopted by the stockholders of the Corporation in accordance with the provisions of Section 242 of the DGCL.
THIRD : The Amended and Restated Certificate of Incorporation, as amended, is hereby further amended by replacing in its entirety the first paragraph of Article FOURTH thereto to read as follows:
FOURTH : The total number of shares of all classes of stock which the Corporation shall have authority to issue is 30,000,000, consisting of 25,000,000 shares of common stock, par value one-tenth of one cent ($.001) per share ( Common Stock ), and 5,000,000 shares of preferred stock, par value one-tenth of one cent ($.001) per share ( Preferred Stock ). 1,200,000 shares of Series J Preferred Stock have been authorized, the voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions therefor being such as are stated and expressed in Exhibit A attached hereto and incorporated herein by reference. The voting powers, designations, preferences and relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, in respect to the classes of stock of the Corporation are as follows:
FOURTH : This Certificate of Amendment shall become effective as of 4:15 p.m. on the date of filing.
[ Signature Page Follows ]
IN WITNESS WHEREOF , this Certificate of Amendment of the Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 16th day of September, 2015.
VOLTARI CORPORATION | ||
By: | /s/ John Breeman | |
Name: Title: |
John Breeman Chief Financial Officer |