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): May 4, 2017
Intellicheck Mobilisa, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15465 | 11-3234779 | ||
| (State or other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
100 Jericho Quadrangle, Suite 202, Jericho, NY 11753
(Address of principal executive offices) (Zip code)
(516) 992-1900
(Registrant’s 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 May 4, 2017, the stockholders of Intellicheck Mobilisa, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s certificate of incorporation changing the Company’s name to “Intellicheck, Inc.”
It is anticipated that the Company will file the Amendment on Tuesday, May 16, 2017. The Company’s trading symbol of “IDN” on the NYSE MKT will not change. A copy of the Amendment is attached as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 4, 2017 Intellicheck Mobilisa, Inc. (the “Company”) held its Annual Stockholders Meeting (the “Annual Meeting”) at the Embassy Suites Hotel, 1900 Diagonal Road, Alexandria, Virginia 22314.
At the Annual Meeting, the Company’s stockholders: (i) elected Michael D. Malone, Lieutenant General Emil R. Bedard, Jack A. Davis, William P. Georges and Guy L. Smith to serve as directors for one-year terms or until their respective successors have been duly elected and qualified; (ii) ratified the appointment of EisnerAmper, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2017; (iii) approved an amendment to the Company’s Certificate of Incorporation to change the Company name from Intellicheck Mobilisa, Inc. to Intellicheck, Inc. and (iv) passed an advisory vote to approve the compensation of the Company’s named executive officers.
The following tables show the number of votes cast for or against and the number of abstentions with respect to each matter, as applicable:
1. Election of Directors:
| For | Withheld |
Broker
Non-Votes |
||||||||||
| Michael D. Malone | 4,297,188 | 21,751 | 3,409,490 | |||||||||
| Lieutenant General Emil R. Bedard | 4,215,963 | 102,976 | 3,409,490 | |||||||||
| Jack A. Davis | 4,216,563 | 102,376 | 3,409,490 | |||||||||
| Guy L. Smith | 4,216,801 | 102,138 | 3,409,490 | |||||||||
| William P. Georges | 4,214,406 | 104,533 | 3,409,490 | |||||||||
2. Ratify the appointment of EisnerAmper, LLP as the Company’s independent public accountants for the 2017 fiscal year:
| For | Against | Abstain | ||||||||
| 7,677,788 | 16,854 | 33,787 | ||||||||
3. Approve an amendment to the Company’s Certificate of Incorporation to change the Company name from Intellicheck Mobilisa, Inc. to Intellicheck, Inc.:
| For | Against | Abstain | ||||||||
| 7,646,619 | 47,903 | 33,907 | ||||||||
4. Advisory vote to approve the compensation of the Company’s named executive officers:
| For | Against | Abstain |
Broker
Non-Votes |
|||||||||||
| 4,178,163 | 99,146 | 41,630 | 3,409,490 | |||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Amendment to Certificate of Incorporation |
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 thereunto duly authorized.
| Dated: May 9, 2017 | INTELLICHECK MOBILISA, INC. | |
| By: | /s/ Bill White | |
| Bill White | ||
| Chief Financial Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INTELLICHECK MOBILISA, INC.
Intellicheck Mobilisa, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware does hereby certify:
1. That at a meeting of the Board of Directors of Intellicheck Mobilisa, Inc. (the “Corporation”) resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring the amendment to be advisable and calling the annual meeting of the stockholders of the Corporation for consideration of the amendment. The resolution setting forth the proposed amendment is as follows:
RESOLVED: Article FIRST of the Certificate of Incorporation of the Corporation is amended in its entirety and shall read as follows:
The name of this corporation (hereinafter called the “corporation”) is Intellicheck, Inc.
2. That pursuant to a resolution of its Board of Directors, the annual meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were in favor of the amendment above.
3. That the amendment was duly adopted in accordance with provisions of Section 242 of the General Corporation Law of the State of Delaware
IN WITNESS WHEREOF, the following officer of Intellicheck Mobilisa, Inc. has signed this Certificate of Amendment of Certificate of Incorporation on _________________, 2017.
| INTELLICHECK MOBILISA, INC. | ||
| By: | ||
| Bill White, Secretary and Treasurer | ||