NeoMedia Technologies, Inc (NEOM)

[Vercingetorix]

Form 8-K for NEOMEDIA TECHNOLOGIES INC

http://biz.yahoo.com/e/100402/neom.ob8-k.html

2-Apr-2010

Submission of Matters to a Vote of Security Holders, Other Events, Fina


Item 5.07 Submission of matters to a vote of security holders.
On March 30, 2010, NeoMedia Technologies, Inc., a Delaware corporation (the "Company"), held a special meeting of its stockholders (the "Special Meeting") in Atlanta, Georgia. At the Special Meeting, the Company's stockholders approved, by the requisite number of votes, all proposals to amend the Company's certificate of incorporation as follows:

? To amend the Company's certificate of incorporation to effect a 1 share for 100 shares reverse stock split of the Company's outstanding common stock (the "Reverse Split Proposal").

? To amend the Company's certificate of incorporation to fix the amount of authorized shares of common stock at 5,000,000,000 shares (the "Authorized Stock Proposal"); and

? To amend the Company's certificate of incorporation to effect a change in the Company's common stock par value from $0.01 to $0.001 (the "Par Value Proposal").

The results of the voting on the foregoing proposals were as follows:

Reverse Split Proposal
For Against Abstain Broker Non-Votes Common Preferred(1) Common Preferred Common Preferred Common Preferred 494,982,484 2,500,000,000 763,087,107 0 7,763,840 0 2,899,564 0

(1) Series D Convertible Preferred Stock voting on an as-converted basis.

Authorized Stock Proposal
For Against Abstain Broker Non-Votes Common Preferred(1) Common Preferred Common Preferred Common Preferred 471,882,383 2,500,000,000 787,720,442 0 9,130,170 0 0 0

(1) Series D Convertible Preferred Stock voting on an as-converted basis.

Par Value Proposal
For Against Abstain Broker Non-Votes Common Preferred(1) Common Preferred Common Preferred Common Preferred 470,912,604 2,500,000,000 785,512,911 0 7,938,581 0 4,368,899 0

(1) Series D Convertible Preferred Stock voting on an as-converted basis.

The Company filed an amendment to its Certificate of Incorporation on April 1, 2010 to reflect the proposals which were approved by the Company's stockholders as summarized above. The Company is currently in the process of obtaining the requisite regulatory approvals to finalize the collective action and will promptly file a Current Report on Form 8-K upon their effectiveness, which the Company anticipates will occur on or about May 1, 2010.



Item 8.01 Other Events.
At the Special Meeting, the Company's Chief Executive Officer, Iain A. McCready, and Chief Financial Officer, Michael W. Zima, delivered a presentation via slide show with respect to a general overview of business of the Company (the "Presentation"). The foregoing description of the Presentation does not purport to be complete and is qualified in its entirety by reference to the Presentation, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.