ROII RiskOn International Inc (CE)

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): November 9, 2015

 

ROI LAND INVESTMENTS LTD.

(Exact name of registrant as specified in its charter)

 

Nevada (State or other jurisdiction of incorporation or organization)

333-152002 (Commission File Number)

26-1574051 (I.R.S. Employer Identification No.)

 

 

999 Maisonneuve Blvd. West, Suite 750

Montreal, Quebec H3A 3L4

(Address of principal executive offices with Zip Code)

 

888-351-7004

(Registrant’s telephone number,

including area code)

 

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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

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 Securities Holders

 

(a)

The Company’s Annual Shareholders’ Meeting was held on November 9, 2015. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there were no solicitations in opposition to management’s solicitation.

(b)

The voting results for each proposal are described below (there were no broker non-votes):

 

Election of Directors

 

Dr. Sami Chaouch	For: 31,398,414	Against: 1,862,380	Withheld: 712,070
Sebastien Cliché	For: 31,398,414	Against: 1,862,380	Withheld: 712,070
Philippe Germain	For: 31,398,414	Against: 1,862,380	Withheld: 712,070

 

Each Director was re-elected.

 

Amendment of Articles of Incorporation

 

1.

Approve the Amendment to the Articles of Incorporation to Increase the Authorized Common Shares having Voting Rights from 100,000,000 to 160,000,000 shares

 

For: 31,818,770

Against: 2,154,094

Abstain: 0

 

2.

Approve the Amendment to the Articles of Incorporation to Authorize 40,000,000 Non-Voting Common Shares

 

For: 31,318,770

Against: 2,154,094

Abstain: 500,000

 

3.

Approve the Amendment to the Articles of Incorporation to Authorize Issuance of Preferred Shares Having Such Voting Rights As May Be Determined By the Board of Directors

 

For: 26,410,239

Against: 7,052,625

Abstain: 500,000

 

4.

Approve the Amendment to the Articles of Incorporation to Permit the Bylaws to be Amended by the Board of Directors

 

For: 26,583,056

Against: 2,154,094

Abstain: 1,995,714

 

The Amendment and Restatement of the Company’s Articles of Incorporation was approved.

 

Advisory Approval of the Company’s Executive Compensation. 

 

For:  30,165,913

Against: 2,154,094

Abstain: 510,000

 

The shareholders gave advisory approval of the Company’s Executive Compensation.

 

Advisory Vote on Frequency of Advisory Votes on Executive Compensation

 

1 Year: 12,689,476

2 Years: 20,000

3 Years: 18,402,864

Abstain: 2,860,524

 

The shareholders gave advisory approval of a Frequency of Votes on Executive Compensation of 3 years.

 

Approve the Adoption of the 2015 Equity Incentive Plan.

 

For: 31,118,770

Against: 2,154,094

Abstain: 700,000

 

 

The Company’s 2015 Equity Incentive Plan was approved by the shareholders.

 

Ratification of the Consulting Agreements between ROI and Sebastien Cliche, Philippe Germain and Dr. Sami Chaouch.

 

For: 31,048,770

Against: 2,214,094

Abstain: 710,000

 

The Consulting Agreements were ratified by the shareholders.

 

Ratification of the Appointment of Marcum LLP as the Independent Registered Public Accounting Firm for ROI for the Year Ending December 31, 2015.

 

For: 31,835,436

Against: 82,666

Abstain: 2,054,762

 

The appointment of Marcum LLP was ratified by the shareholders.

 

(c)

Not Applicable.

(d)

The Board adopted a three-year period for the frequency of advisory votes on executive compensation.

 

ITEM 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit	Description
3.1	Form of Amended and Restated Articles of Incorporation (attached as Appendix A to the Company’s Definitive Proxy Statement filed October 20, 2015 and incorporated by reference herein).
10.1	Form of the Company’s 2015 Equity Incentive Plan (attached as Appendix B to the Company’s Definitive Proxy Statement filed October 20, 2015 and incorporated by reference herein).
10.2	Form of Consulting Agreements between the Company and each of Sebastien Cliche, Philippe Germain and Dr. Sami Chaouch (attached as Appendix C to the Company’s Definitive Proxy Statement filed October 20, 2015 and incorporated by reference herein).

 

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

Dated:  November 13, 2015	ROI LAND INVESTMENTS LTD.
	By:	/s/ Sami Chaouch
		Sami Chaouch
		Executive Chairman