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 18, 2013


VIRTUAL PIGGY, INC.
(Exact name of Registrant as specified in charter)


Delaware
(State or other jurisdiction
of incorporation)
0-53944
(Commission File Number)
35-2327649
(I.R.S. Employer
Identification No.)
 
1221 Hermosa Avenue, Suite 210, Hermosa Beach, California 90254
(Address of principal executive offices, including zip code)
 
(310) 853-1950
(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 5.07.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of stockholders of Virtual Piggy, Inc. (the “Company”) was held on December 18, 2013 (the “Annual Meeting”). As of September 26, 2013, the record date for the meeting, 111,386,768 shares of the Company’s common stock were issued and outstanding. A quorum consisting of 63,692,866 shares of common stock were present or represented at the meeting. At the Annual Meeting, the stockholders (i) elected each of the Company’s seven nominees for director, (ii) approved the Virtual Piggy, Inc. 2013 Equity Incentive Plan, as previously described in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 8, 2013, (iii) approved an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 150,000,000 to 180,000,000, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1, (iv) approved the compensation of the Company’s named executive officers on an advisory basis, (v) advised that future votes on the compensation of the Company’s named executive officers be held annually and (vi) ratified the appointment of Morison Cogen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The following tables represent the votes tabulated for each of these matters.

Proposal 1. Election of seven directors.

Nominee
 
Votes For
 
Withheld
 
Broker Non-Votes
             
Dr. Jo Webber
 
33,800,538
 
102,669
 
29,789,659
Darr Aley
 
33,802,538
 
100,669
 
29,789,659
Kirk Bradley
 
33,623,853
 
279,354
 
29,789,659
Ernest Cimadamore
 
33,795,538
 
107,669
 
29,789,659
Harold D. Copperman
 
28,363,995
 
5,539,212
 
29,789,659
William P. Lyons
 
28,364,193
 
5,539,014
 
29,789,659
William J. Tobia
 
33,509,453
 
393,754
 
29,789,659
  
Proposal 2. Approval of the Virtual Piggy, Inc. 2013 Equity Incentive Plan.

Votes For
Votes Against
Abstentions
Broker Non-Votes
       
29,957,441
3,480,086
465,680
29,789,659


Proposal 3.  Approval of an amendment to the Virtual Piggy, Inc. certificate of incorporation to increase the number of authorized shares of common stock from 150,000,000 to 180,000,000.

Votes For
Votes Against
Abstentions
Broker Non-Votes
       
57,596,256
5,319,994
771,617
4,999


Proposal 4. Advisory vote on the compensation of our named executive officers.

Votes For
Votes Against
Abstentions
Broker Non-Votes
       
30,801,444
2,560,008
541,755
29,789,659


Proposal 5. Advisory vote on the frequency of holding an advisory vote on the compensation of our named executive officers.

Every Year
Every Two Years
Every Three Years
Abstentions
Broker Non-Votes
         
16,587,429
805,246
12,322,520
4,188,012
29,789,659

 
2
 

At the Annual Meeting, a plurality of the Company’s outstanding shares of voting capital stock that voted on the matter were voted in favor of conducting future advisory votes on executive compensation on an “annual” basis. The Company’s Board of Directors had likewise recommended a vote for the “annual” option as to frequency of conducting future advisory votes on executive compensation. The Company has considered the stockholder vote and intends to conduct future advisory votes on executive compensation on an “annual” basis until at least the next vote by the Company’s stockholders on the frequency of such votes, which will be no later than the Company’s 2019 Annual Meeting of Stockholders.

Proposal 6. Ratification of the appointment of Morison Cogen LLP as the independent registered public accounting firm for fiscal year 2013.

Votes For
Votes Against
Abstentions
 
       
61,444,009 
1,133,891
1,114,966
 
 
ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d)
 
Exhibits – The following exhibit is filed as part of this report:
     
3.1
 
Certificate of Amendment of Certificate of Incorporation
 
 
 
 
 
 
 
3
 
 
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.
 
 
 
VIRTUAL PIGGY, INC.
 
     
         
Date: December 19, 2013
By:   /s/ Joseph Dwyer
     
Joseph Dwyer
 
     
Chief Financial Officer
 
 
 
 
 
 
 4
EXHIBIT 3.1
 
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VIRTUAL PIGGY, INC.



Virtual Piggy, Inc. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ General Corporation Law ”), does hereby certify:

FIRST:   That the corporation was originally incorporated pursuant to the General Corporation Law on February 11, 2008.

SECOND:   That, pursuant to the provisions of Sections 141 and 242 of the General Corporation Law, the Board of Directors of the Corporation duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declared said proposed amendment to be advisable and directed that it be submitted to the stockholders of the Corporation for approval.

THIRD:   That thereafter, at a meeting of the stockholders, pursuant to the provisions of Section 242 of the General Corporation Law, the stockholders of the Corporation approved the following amendment to the Certificate of Incorporation:

RESOLVED:   That the Corporation’s Certificate of Incorporation, as amended, be further amended, by deleting the first paragraph of Article FOURTH thereof and inserting in lieu thereof the following new first paragraph of Article FOURTH:

“ FOURTH :  Capitalization
The total number of shares of capital stock the Corporation shall have authority to issue is 182,000,000 shares, consisting of (i) 180,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”), and (ii) 2,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).”
 


[ Signature page follows. ]

 
 
 

IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer   this 18th day of December, 2013.


 
 
 
VIRTUAL PIGGY, INC.
 
       
       
 
By:
 /s/ Jo Webber  
 
Name:  Dr. Jo Webber
 
 
Its:  Chief Executive Officer
 
 
 
 
 
 
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