$ PSID. They did a 8-K and voted to Lower the A/S & O/S on October the 26th and here it is where a they had the votes to lower the shares but there is no 8-k vote on to raise it.
Item 5.07 Submission of Matters to Vote of Security Holders
On October 26, 2016, PositiveID Corporation (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”). A quorum was present because 29,663,147 shares of common stock, representing holders of over 76% of the Company’s shares of common stock outstanding (38,649,070) on the Record Date (as defined in the Company’s proxy materials), submitted votes by proxy or in person at the Annual Meeting. Each of the 2,262 shares of Series II Preferred Stock outstanding on the Record Date submitted votes by proxy or in person at the Annual Meeting. The Company’s shareholders voted whether to:
(1) Grant discretionary authority to the Board of Directors until the Company’s next annual meeting of stockholders to adopt an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as may be amended from time to time, to decrease the Company’s authorized capital stock from 3,900,000,000 shares to 1,900,000,000 shares, such that the capital stock of the Company will consist of 1,895,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. This proposal required the affirmative vote of the holders of both: (i) shares representing a majority of the votes cast by the Series II Preferred at the Annual Meeting, in person or by proxy; and (ii) shares representing a majority of the votes cast by common stock alone (without counting the voting power of the Series II Preferred that are convertible into shares of the Company’s common stock), in person or by proxy. The Company’s Series II Preferred Stock has 25 votes per common share equivalent. Broker non-votes did not have any effect on the voting of this proposal because they are not considered “votes cast” under Delaware law. The results were as follows:
Common Stock
Votes For Votes Against Abstain Broker Non-Votes
5,975,325 620,619 420,195 22,647,008
Series II Preferred Stock
Votes For Votes Against Abstain
1,413,625,000 0 0
(2) Elect four directors to hold office until the 2017 annual meeting of stockholders and until their successors have been duly elected and qualified. This proposal required that, if a quorum was present at the Annual Meeting, the four nominees for director receiving the greatest number of votes (a plurality) would be elected. As only the greatest number of votes was needed, broker non-votes did not have any effect in determining whether director nominees received the requisite number of affirmative votes. The results were as follows:
Common Stock and Series II Preferred Stock
Director Votes For Votes Withheld Broker Non-Votes
William J. Caragol 1,419,805,573 835,566 22,647,008
Jeffrey S. Cobb 1,419,845,591 795,548 22,647,008
Michael E. Krawitz 1,419,813,335 827,804 22,647,008
Ned L. Siegel 1,419,841,856 799,283 22,647,008
(3) Ratify the appointment of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for the year ending December 31, 2016. This proposal required the affirmative votes of the holders of a majority of the votes of all the outstanding shares of capital stock cast at the Annual Meeting, in person or by proxy. As this was a “routine” matter, there were no broker non-votes for this proposal. The results were as follows:
Common Stock and Series II Preferred Stock
Votes For Votes Against Abstain
1,439,871,503 1,458,563 1,958,081
(4) Approve the Company’s Third Amended and Restated Certificate of Incorporation. This proposal required the affirmative vote of the holders of both: (i) shares representing a majority of the votes cast by the Series II Preferred at the Annual Meeting, in person or by proxy; and (ii) shares representing a majority of the votes cast by common stock alone (without counting the voting power of the Series II Preferred that are convertible into shares of the Company’s common stock), in person or by proxy. The Company’s Series II Preferred Stock has 25 votes per common share equivalent. Broker non-votes did not have any effect on the voting of this proposal because they are not considered “votes cast” under Delaware law. The results were as follows:
Common Stock
Votes For Votes Against Abstain Broker Non-Votes
6,139,973 408,738 467,428 22,647,008
Series II Preferred Stock
Votes For Votes Against Abstain
1,413,625,000 0 0
(5) Adopt resolutions that have been adopted by the Company’s Board of Directors to ratify each possible “defective corporate act” (as defined in Section 2014 of the Delaware Corporation General Law) set forth in such resolutions and to approve the filing of certificates of validation with the Secretary of State of Delaware. This proposal required the affirmative vote of the holders of both: (i) shares representing a majority of the votes cast by the Series II Preferred at the Annual Meeting, in person or by proxy; and (ii) shares representing a majority of the votes cast by common stock alone (without counting the voting power of the Series II Preferred that are convertible into shares of the Company’s common stock), in person or by proxy. The Company’s Series II Preferred Stock has 25 votes per common share equivalent. Broker non-votes did not have any effect on the voting of this proposal because they are not considered “votes cast” under Delaware law. The results were as follows:
Common Stock
Votes For Votes Against Abstain Broker Non-Votes
6,141,249 366,276 508,614 22,647,008
Series II Preferred Stock
Votes For Votes Against Abstain
1,413,625,000 0 0
Each of the proposals was approved by the Company’s stockholders.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
POSITIVEID CORPORATION
Date: October 28, 2016 By: /s/ William J. Caragol
Name: William J. Caragol
Title: Chief Executive Officer
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