BlastGard International, Inc. (OTCMKTS:BLGA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
An Annual Meeting of Shareholders was held on June 28, 2017 as described in Item 5.07 below and in a definitive Proxy Statement which was filed with the Securities and Exchange Commission. Paul Sparkes was re-elected to the Board of Directors and continues to serve as Chairman of the Board. Craig Campbell, Curt Cronin, Andrew Blott and Bill Buckley were also elected to the Board as anticipated by the Proxy Statement. No person who was serving as a Board member immediately prior to the Annual Meeting of Shareholders resigned or refused to stand for re-election.
On June 29, 2017, the Board of Directors elected Craig Campbell as Chief Executive Officer, Frances Michaud as Chief Financial Officer and Greg Sullivan as Chief Commercial Officer. Their biographical information is set forth in the definitive Proxy Statement filed with the Securities and Exchange Commission on May 31, 2017 is incorporated by reference herein. The Proxy Statement also describes the compensation that is paid to an affiliate of Mr. Campbell, namely, Resilience Capital, Inc. Resilience will continue to receive an annual fee of $250,000 payable in equal monthly installments. As for the other executive officers named above, none of them currently have employment agreements and are considered employees at will. At the current time, none of the executive officers are expected to receive cash compensation of $100,000 or more.
Michael Gordon, former CEO and a director of the Company, is now serving as Chief Executive Officer of the Company’s HighCom wholly-owned subsidiary. Likewise, Michael Bundy and Chad Aaron Wright, former Chief Operating Officer and Vice President of the Company, respectively, are also now serving in identical positions in the Company’s HighCom wholly-owned subsidiary. Each of these officers will continue to receive their compensation to their existing employment agreements through August 31, 2017.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On June 28, 2017, an Annual Meeting of Stockholders was held of BlastGard International, Inc. At the Stockholder Meeting a quorum of 241,795,253 shares of common stock were present in person or by proxy. At the Annual Meeting, the stockholders approved seven proposals with the voting tallies set forth below.
PROPOSAL 1: The election of five directors nominated by the Board of Directors:
| FOR | WITHHELD | |
| Paul Sparkes | 228,182,864 | 252,436 |
| Craig Campbell | 228,172,323 | 262,977 |
| Curt Cronin | 228,185,364 | 249,936 |
| Andrew Blott | 228,176,164 | 259,136 |
| Bill Buckley | 228,176,164 | 259,136 |
PROPOSAL 2: To approve an amendment to the Company’s Articles oflncorporation to change the name of the corporation to “HighCom Global Security, Inc.”:
| FOR | AGAINST | ABSTAIN |
| 241,632,818 | 162,435 |
PROPOSAL 3: Consider and vote upon a proposal to grant the Board of Directors discretionary authority to amend the Company’s Articles oflncorporation (the “RS Amendment”) to effectuate a Reverse Stock split of the Company’s Common Stock, $.001 par value, by a ratio of no more than one-for-100 with such ratio to be determined by the sole discretion of the Board (the “Reverse Split”), with a decrease in the number of authorized shares of Common Stock to l00,000,000 and with such Reverse split and change in authorized number of common shares to be effective at such time and date, if at all, as determined by the Board in its sole discretion (the “Reverse Split Proposal”). :
| FOR | AGAINST | ABSTAIN |
| 241,163,540 | 502,661 |
129,052 |
PROPOSAL 4: To consider and vote upon a proposal to file an Amendment to the Articles of Incorporation to permit the Company to hold meetings by action without a meeting in accordance with Section 7-107-104 (1)(b) of Title 7 of the Colorado Revised Statutes in order to permit the shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted consent to such action in writing.:
| FOR | AGAINST | ABSTAIN |
| 227,862,816 | 451,900 | 120,584 |
PROPOSAL 5: To consider and vote upon a proposal to transfer all the BlastGard tangible and intangible assets, which exclude any HighCom assets, from HighCom Global Security, Inc. to its wholly-owned Florida subsidiary, BlastGard Technologies, Inc.:
| FOR | AGAINST | ABSTAIN |
| 228,203,914 | 148,805 | 82,581 |
PROPOSAL 6: To consider and vote upon a proposal for the Company’s wholly-owned California subsidiary, Highcom Security, Inc. to file an amendment to its Articles of Incorporation in the State of California to change its name to “HighCom Armour Solutions, Inc.” :
| FOR | AGAINST | ABSTAIN |
| 241,605,338 | 151,712 | 38,203 |
PROPOSAL 7: To consider and vote upon a proposal to ratify, adopt arid approve a 2017 Employee Benefit and Consulting Services Compensation Plan covering a maximum of up to 10,000,000 post-split shares of Common Stock:
| FOR | AGAINST | ABSTAIN |
| 228,029,703 | 351,931 | 53,666 |
About BlastGard International, Inc. (OTCMKTS:BLGA)
BlastGard International, Inc. designs and markets blast mitigation materials. The Company develops and markets BlastWrap products to protect people and property against explosive forces. The Company’s subsidiary, HighCom Security, Inc. (HighCom), is a provider of security equipment and is engaged in ballistic armor manufacturing. HighCom provides a range of security products and personal protective gear. Its protective gear includes shields, helmets, vests and plates, which provide police and military with the protective gear they need to do their jobs. Its security products include Striker ballistic helmets, Guardian hard armor plates, Ballistic soft armor vests, Bellfire ballistic shields, Civilian Armor System ballistic panels and Stingray ballistic blankets. It caters to local law enforcement agencies, correctional facilities and municipal authorities, as well as corporations.