Abtech Holdings, Inc. (OTCMKTS:ABHD) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03.
See Item 5.03 of this report which is incorporated into this Item 3.03 by this reference.
|Item 5.03.||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
As discussed below in Item 5.07, the stockholders of Abtech Holdings, Inc. (the “Company”) approved a proposal to amend the Company’s Certificate of Incorporation by filing a Certificate of Change with the Nevada Secretary of State (the “Certificate of Change”) to effect a 200-for-1 reverse stock split of the Company’s issued and outstanding Common Stock (the “Common Stock”) and a 16-for-1 reverse stock split of the Company’s authorized Common Stock (together the “Stock Split”).
On August 17, 2018, to the approval of the Company’s board of directors (the “Board”) to proceed with the Stock Split and take all necessary actions to effectuate the Stock Split, the Company effected the Stock Split to the filing of the Certificate of Change.
The Certificate of Change provides that at the effective time of the Stock Split, every 200 shares of the Company’s issued and outstanding Common Stock will be automatically converted into one issued and outstanding share of Common Stock, without any change in par value per share. The Stock Split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the Stock Split. In addition, the Stock Split will effect a reduction in the number of shares of authorized Common Stock from 800,000,000 shares to 50,000,000 shares. No fractional shares will be issued in connection with the Stock Split. Instead, the Company will round fractional shares of Common Stock to the nearest whole share.
The foregoing summary of the Certificate of Change is subject to, and qualified in its entirety by reference to the Certificate of Change, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
|Item 5.07||Submission of Matters to a Vote of Security Holders.|
The Company held its 2018 annual meeting of stockholders (the “Annual Meeting”) on August 15, 2018. There were 504,872,558 shares of common stock eligible to be voted at the Annual Meeting and 409,066,414 shares of common stock were represented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business. At the Annual Meeting, the stockholders (1) elected five nominees for director to serve one-year terms expiring on the date of the 2019 annual meeting of stockholders; (2) ratified the appointment of Semple, Marchal & Cooper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; (3) approved the Stock Split and the filing of the Certificate of Change to effectuate the Stock Split; and (4) approved the 2018 Incentive Stock Plan. Each of the proposals is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 27, 2018. The final results of voting on each of the proposals are as follows:
Proposal 1 — ELECTION OF DIRECTORS. Each of the following nominees for director were elected to serve a one-year term expiring at the Company’s 2018 annual meeting of stockholders based on the following vote:
|Name||Affirmative Votes||Votes Withheld||Broker Non-Votes|
|Glenn R. Rink||407,121,232||1,945,182||–|
|William S. Brennan||407,223,152||1,843,262||–|
|A. Judson Hill||407,223,152||1,843,262||–|
|Dipak P. Jogia||407,096,232||1,970,182||–|
Proposal 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Semple, Marchal & Cooper LLP was ratified as our independent registered public accounting firm for the year ending December 31, 2018, based on the following vote:
Proposal 3 — APPROVAL OF A 200-FOR-1 REVERSE STOCK SPLIT OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK AND A 16-FOR-1 REVERSE STOCK SPLIT OF THE COMPANY’S AUTHORIZED COMMON STOCK AND THE FILING OF A CERTIFICATE OF CHANGE WITH THE NEVADA SECRETARY OF STATE. The 200-for-1 reverse stock split of the Company’s issued and outstanding Common Stock, the 16-for-1 reverse stock split of the Company’s authorized Common Stock and the filing of the Certificate of Change with the Nevada Secretary of State was approved based on the following vote:
Proposal 4 –- APPROVAL OF THE ABTECH HOLDINGS, INC. 2018 INCENTIVE STOCK PLAN. The Abtech Holdings, Inc. 2018 Incentive Stock Plan was approved based on the following vote:
On August 15, 2018, the Company held its Annual Meeting, as previously scheduled. All the Proposals passed.
|Item 9.01.||Financial Statements and Exhibits.|
Abtech Holdings, Inc. Exhibit…To view the full exhibit click
About Abtech Holdings, Inc. (OTCMKTS:ABHD)
Abtech Holdings, Inc., through its subsidiary, AbTech Industries, Inc. (AbTech Industries), provides solutions to water contamination issues that are caused by stormwater runoff, industrial processes, water produced in the extractive industries, such as oil and gas drilling, and spills of oil-based fluids in marine environments. The Company operates through the filtration and treatment of polluted water segment. It provides services for the design and selection of water treatment systems, products sales of filtration and treatment systems, installation of the treatment technologies and maintenance of the installed systems. These activities are provided through subcontractors and on some projects the Company may act as a subcontractor to other entities. AbTech Industries has developed a range of products that leverage its cornerstone filtration media technology called Smart Sponge. The technology can be used as a filtration media to remove hydrocarbons and other pollutants from water.