Current Report Filing (8-k)
14 June 2018 - 7:04AM
Edgar (US Regulatory)
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
June 8,
2018
Date of Report (Date of earliest event reported)
MassRoots,
Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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000-55431
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46-2612944
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(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2420 17
th
Street
Office 3118, Denver, CO
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80202
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(Address of principal
executive offices)
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(Zip Code)
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(833) 467-6687
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(Registrant’s telephone number, including area code)
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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):
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☐
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
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☐
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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☐
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☒
Emerging
growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07
Submission of Matters to a Vote of
Security Holders
On June 8, 2018, MassRoots,
Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”). A total of 143,620,501
shares of common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
At the Annual Meeting,
the Company’s stockholders voted on Proposals 1, 3, 4, 5 and 6. To allow additional time for stockholders to vote on Proposal
2, the Company adjourned the meeting with respect to such proposal until June 15, 2018. This Current Report on Form 8-K will be
amended to report the results of Proposal 2 once the final results are received by the Company. The final results for Proposals
1, 3, 4, 5 and 6, as set forth in the Definitive Proxy Statement, filed with the SEC on May 11, 2018, are as follows:
Proposal 1.
At
the Annual Meeting, the terms of all four members of the Board of Directors expired. All of the four nominees for director were
elected to serve until the next annual meeting of stockholders or until their respective successors have been duly elected and
qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the four directors
was as follows:
Directors
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For
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Withheld
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Broker
Non-Votes
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Isaac Dietrich
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74,661,548
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873,713
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68,085,240
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Charles R. Blum
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75,205,960
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329,301
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68,085,240
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Cecil Kyte
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75,202,335
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332,926
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68,085,240
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Graham Farrar
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75,295,394
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239,867
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68,085,240
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Proposal 3.
At
the Annual Meeting, the stockholders approved the
Company’s 2018 Equity Incentive Plan
(the “2018 Plan”) and the reservation of 25,000,000 shares of common stock for issuance thereunder.
The result
of the votes to approve the 2018 Plan was as follows:
For
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Against
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Abstain
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Broker Non-Vote
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72,130,212
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3,048,618
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356,431
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68,085,240
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Proposal 4.
At
the Annual Meeting, the stockholders approved the ratification of
the appointment of RBSM
LLP as the Company’s independent public accountant for the fiscal year ending December 31, 2018.
The result of the
votes to approve
RBSM LLP
was as follows:
For
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Against
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Abstain
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141,720,438
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922,258
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977,805
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Proposal 5.
At
the Annual Meeting, the stockholders approved
an advisory vote on executive compensation.
The result of the votes to approve the
advisory vote on executive compensation
was
as follows:
For
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Against
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Abstain
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Broker Non-Vote
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74,088,498
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1,085,617
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361,146
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68,085,240
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Proposal 6.
At
the Annual Meeting, the stockholders approved
a three-year frequency for holding an advisory
vote on executive compensatio
n. The result of the votes to approve the
three-year
frequency
was as follows:
1 Year
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2 Years
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3 Years
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Abstain
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7,396,731
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587,682
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66,573,586
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977,262
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Item 7.01 Regulation FD Disclosure.
On June 13, 2018 the Company issued a press
release announcing the results of the Annual Meeting and adjournment regarding Proposal 2.
A copy of the press release that discusses
this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this Current Report on Form 8-K. The information in
this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report
on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 hereunto duly authorized.
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MassRoots, Inc.
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Date: June 13, 2018
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By:
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/s/ Isaac Dietrich
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Isaac Dietrich
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Chief Executive Officer
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