- Current report filing (8-K)
14 July 2010 - 7:00AM
Edgar (US Regulatory)
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):
July 8, 2010
NEW
GENERATION BIOFUELS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Florida
|
1-34022
|
26-0067474
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
5850
Waterloo Road, Suite 140
|
(Address
of principal executive offices)(Zip Code)
(410)
480-8084
(Registrant’s
telephone number, including area code)
N/A
(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 (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.
New Generation
Biofuels Holdings, Inc.
(the
“Company”) held its 2010 Annual Meeting of Shareholders (the “Annual Meeting”)
on July 8, 2010. There were 38,271,054 shares of common stock eligible to be
voted at the Annual Meeting and 25,061,535 shares were represented in person or
by proxy at the meeting which constituted a quorum to conduct
business.
All five proposals presented at the
Annual Meeting were approved by the shareholders with the final voting results
of each proposal listed below:
|
1.
|
Proposal
One:
|
Election
of five directors of New Generation Biofuels Holdings,
Inc.
|
|
|
|
|
|
|
|
|
|
|
|
John
E. Mack
|
5,073,600
|
|
11,759,495
|
|
|
|
|
|
|
Cary
J. Claiborne
|
5,389,165
|
|
11,443,930
|
|
|
|
|
|
|
David
H. Goebel, Jr.
|
16,506,407
|
|
326,688
|
|
|
|
|
|
|
Douglas
S. Perry
|
9,162,507
|
|
7,670,588
|
|
|
|
|
|
|
J.
Robert Sheppard, Jr.
|
16,436,851
|
|
396,244
|
|
2.
|
Proposal
Two:
|
Ratification
of the appointment of Reznick Group, P.C. as the Company’s independent
registered public accounting firm for the fiscal year ending December 31,
2010.
|
|
|
|
|
|
|
|
|
|
13,089,250
|
|
9,400,486
|
|
2,571,799
|
|
—
–
|
|
3.
|
Proposal
Three:
|
Amendment
to the Company’s Omnibus Incentive Plan to increase the number of shares
of common stock available for issuance under the plan from 6,400,000 to
10,000,000.
|
|
|
|
|
|
|
|
|
|
15,568,143
|
|
1,227,806
|
|
37,146
|
|
8,228,440
|
|
4.
|
Proposal
Four:
|
Approval
of Private Placement with Proposed Strategic Partner in Accordance with
Nasdaq Marketplace Rules 5635(b) and
5635(d).
|
|
|
|
|
|
|
|
|
|
16,738,954
|
|
74,705
|
|
19,436
|
|
8,228,440
|
|
5.
|
Proposal
Five:
|
Authorization
of the Company to Issue Common Stock or Securities Convertible into Common
Stock in Connection with Capital Raising Transactions, in Accordance with
Nasdaq Marketplace Rule 5635(d).
|
|
|
|
|
|
|
|
|
|
15,184,936
|
|
1,625,113
|
|
23,046
|
|
8,228,440
|
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.
|
|
|
|
|
|
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Date:
July 13, 2010
|
|
/s/ Cary J. Claiborne
|
|
|
|
|
|
Name:
Cary J. Claiborne
Title:
President and Chief Executive Officer
|
|
|
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