ATRM Holdings, Inc. (OTCMKTS:ATRM) Files An 8-K Material Modification to Rights of Security Holders

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ATRM Holdings, Inc. (OTCMKTS:ATRM) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 is incorporated into this Item 3.03 by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 4, 2017, ATRM Holdings, Inc. (the “Company”) filed Articles of Amendment (the “Articles of Amendment”) to its Amended and Restated Articles of Incorporation (the “Existing Charter”) with the Office of the Secretary of State of the State of Minnesota amending the Existing Charter, effective immediately upon filing:

(i) to increase the number of authorized shares of the Company’s capital stock from 3,200,000 to 10,000,000, and make corresponding changes to the number of authorized shares of the Company’s common stock and preferred stock (the “Authorized Shares Amendment”);
(ii) to effect a 4-for-1 forward stock split of the Company’s 10.00% Series B Cumulative Preferred Stock (the “Forward Split Amendment”); and
(iii) to effect an extension to December 5, 2020 of the provisions of the Existing Charter designed to protect the tax benefits of the Company’s net operating loss carryforwards by generally restricting any direct or indirect transfers of the Company’s common stock that increase the direct or indirect ownership of the Company’s common stock by any Person (as defined in the Existing Charter) from less than 4.99% to 4.99% or more of the Company’s common stock, or increase the percentage of the Company’s common stock owned directly or indirectly by a Person owning or deemed to own 4.99% or more of the Company’s common stock (the “Extended Protective Amendment”).

Each of the Authorized Shares Amendment, the Forward Split Amendment and the Extended Protective Amendment was approved by the Company’s Board of Directors and by the Company’s shareholders. The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following matters were submitted to a vote of the Company’s shareholders at the Company’s 2017 Annual Meeting of Shareholders held on December 4, 2017 (the “Annual Meeting”): (i) the election of six directors to serve until the Company’s 2018 Annual Meeting of Shareholders and until their successors are duly elected and qualify; (ii) the ratification of the appointment of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; (iii) the approval of the Authorized Shares Amendment; (iv) the approval of the Forward Split Amendment; (v) the approval of the Extended Protective Amendment; and (vi) a non-binding advisory resolution to approve the compensation of the Company’s named executive officers. The number of shares of the Company’s common stock outstanding and eligible to vote as of November 7, 2017, the record date for the Annual Meeting, was 2,396,219.

Each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting was approved by the requisite vote of the Company’s shareholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable:

Proposal 1

Election of Directors

Director Nominees

For Withheld Broker Non-Votes
Jeffrey E. Eberwein 1,549,872 37,665 127,285
James Elbaor 1,551,157 36,380 127,285
Mark Hood 1,551,217 36,320 127,285
Daniel M. Koch 1,549,617 37,920 127,285
Rodney Schwatken 1,551,167 36,370 127,285
Galen Vetter 1,547,899 39,638 127,285
Proposal 2 For Against Abstain Broker Non-Votes
Ratification of the appointment of Boulay PLLP 1,711,027 2,485 1,310
Proposal 3 For Against Abstain Broker Non-Votes
Authorized Shares Amendment 1,537,553 49,394 127,285
Proposal 4 For Against Abstain Broker Non-Votes
Forward Split Amendment 1,536,080 47,997 3,460 127,285
Proposal 5 For Against Abstain Broker Non-Votes
Extended Protective Amendment 1,585,230 1,897 127,285
Proposal 6 For Against Abstain Broker Non-Votes
Advisory vote on compensation of named executive officers 1,524,908 40,852 21,777 127,285

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


ATRM Holdings, Inc. Exhibit
EX-3.1 2 ex3-1.htm   Exhibit 3.1   ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED Articles OF INCORPORATION OF ATRM Holdings,…
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