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): October 22, 2019
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As set forth below in Item 5.07, on October 22, 2019, the stockholders of NuZee, Inc. (the “Company”) approved a proposal granting the board of directors of the Company (the “Board”) discretionary authority to file an amendment (the “Certificate of Amendment”) to the Company’s Articles of Incorporation, as amended (the “Articles”), which amends Section 1 of the Articles to effect a reverse stock split of the Company’s common stock, par value $.00001 (the “Common Stock”), at any ratio from 1-for-3 to 1-for-5 at the Board’s discretion. On October 22, 2019, the Board approved a 1-for-3 reverse stock split of the Common Stock (the “Reverse Stock Split”). Accordingly, each holder of Common Stock will receive one share of Common Stock for every three shares such stockholder held immediately prior to the effectiveness of the Reverse Stock Split. The Certificate of Amendment became effective upon acceptance of the Company’s filing of the Certificate of Amendment with the Secretary of State of Nevada.
The above description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 attached hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
On October 22, 2019, the Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1 – Election of Directors
Name of Nominee |
|
For |
|
Withheld |
|
Broker
|
Masateru Higashida |
|
24,555,549 |
|
130,000 |
|
0 |
Kevin J. Conner |
|
24,555,549 |
|
130,000 |
|
0 |
J. Chris Jones |
|
24,555,549 |
|
130,000 |
|
0 |
Shanoop Kothari |
|
24,555,549 |
|
130,000 |
|
0 |
Allen S. Morton |
|
24,555,549 |
|
130,000 |
|
0 |
Proposal 2 – Amendment of Articles of Incorporation to Effect a Reverse Stock Split
Votes For: |
|
24,555,549 |
Votes Against: |
|
40,000 |
Abstain: |
|
90,000 |
Broker Non-Votes: |
|
0 |
Proposal 3 – Adoption of 2019 Stock Incentive Plan
Votes For: |
|
23,075,549 |
Votes Against: |
|
1,520,000 |
Abstain: |
|
90,000 |
Broker Non-Votes: |
|
0 |
Proposal 4 – Advisory Vote on Frequency of Advisory Votes on the Compensation of Named Executive Officers
One Year: |
|
23,756,749 |
Two Years: |
|
0 |
Three Years: |
|
0 |
Abstain: |
|
928,800 |
Broker Non-Votes: |
|
0 |
Proposal 5 – Advisory Vote on Compensation of Named Executive Officers
Votes For: |
|
23,075,549 |
Votes Against: |
|
0 |
Abstain: |
|
1,610,000 |
Broker Non-Votes: |
|
0 |
Proposal 6 – Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For: |
|
24,595,549 |
Votes Against: |
|
0 |
Abstain: |
|
90,000 |
Broker Non-Votes: |
|
0 |
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
|
Description |
|
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NUZEE, INC.
Dated: October 28, 2019By: /s/ Shanoop Kothari
Shanoop Kothari
Senior Vice President and Chief Financial Officer