CONCIERGE TECHNOLOGIES, INC. (OTCMKTS:CNCG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of
Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Certain Officers.
Effective March 20, 2017, Concierge Technologies, Inc. (the
Company) announced the appointment of five new members to its
Board of Directors (the Board).
Company) announced the appointment of five new members to its
Board of Directors (the Board).
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Directors:
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Age:
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Principal Occupation:
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Tabatha Coffey
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49
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Self-Employed Consultant and Entrepreneur
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Erin Grogan
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42
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Vice President of Finance and Operations at YouCaring
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Joya Harris
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43
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Director of Research Integration for the American Cancer
Society |
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Derek Mullins
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43
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Director of Operations at Arrowpoint Asset Management
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Kathryn D. Rooney
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44
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Chief Marketing Officer of United States Commodities
Funds |
Biographies for each of the new directors are included in the
Companys Definitive Information Statement on Schedule 14C filed
with the U.S. Securities and Exchange Commission (the SEC) on
February 28, 2017.
Companys Definitive Information Statement on Schedule 14C filed
with the U.S. Securities and Exchange Commission (the SEC) on
February 28, 2017.
The Company is not aware of any related person transaction,
directly or indirectly, with or involving any director within the
scope of Item 404(a) of Regulation S-K or otherwise.
directly or indirectly, with or involving any director within the
scope of Item 404(a) of Regulation S-K or otherwise.
There is no arrangement or understanding under which any of
Tabatha Coffey, Erin Grogan, Joya Harris, Derek Mullins or
Kathryn Rooney was appointed.
Tabatha Coffey, Erin Grogan, Joya Harris, Derek Mullins or
Kathryn Rooney was appointed.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
Effective March 20, the Board, with the consent of a majority of
its stockholders, adopted the amended and restated articles of
incorporation of the Company (the Amended Charter). The Amended
Charter maintains substantially all of the material terms of the
Companys former articles of incorporation and includes an
amendment to the voting rights among members of the Board. to the
Amended Charter, on matters brought before the Board, the overall
number of votes the directors, as a whole, may cast on a matter
will vary with the share ownership of the directors, and each
director shall have a number of votes in proportion to that
directors beneficial ownership percentage of the Companys
outstanding voting stock (including shares held by any group as
defined by Section 13(d) of the Exchange Act, of which such
director is a member) on an as-converted, fully diluted basis,
but in no event less than one vote per director. The foregoing
description is qualified in its entirety by the Amended Charter,
which is incorporated herein by reference to Exhibit A of the
Definitive Information Statement on Schedule 14C filed with the
SEC on February 28, 2017.
its stockholders, adopted the amended and restated articles of
incorporation of the Company (the Amended Charter). The Amended
Charter maintains substantially all of the material terms of the
Companys former articles of incorporation and includes an
amendment to the voting rights among members of the Board. to the
Amended Charter, on matters brought before the Board, the overall
number of votes the directors, as a whole, may cast on a matter
will vary with the share ownership of the directors, and each
director shall have a number of votes in proportion to that
directors beneficial ownership percentage of the Companys
outstanding voting stock (including shares held by any group as
defined by Section 13(d) of the Exchange Act, of which such
director is a member) on an as-converted, fully diluted basis,
but in no event less than one vote per director. The foregoing
description is qualified in its entirety by the Amended Charter,
which is incorporated herein by reference to Exhibit A of the
Definitive Information Statement on Schedule 14C filed with the
SEC on February 28, 2017.
In the event that any class or series of Companys stock becomes
listed for trading on the New York Stock Exchange, Nasdaq Stock
Market or any other national securities exchange, the unequal
Board voting provision will be suspended for any period during
which the Company is required to have a board comprised of a
majority of directors that are independent as defined under the
rules of such national securities exchange.
listed for trading on the New York Stock Exchange, Nasdaq Stock
Market or any other national securities exchange, the unequal
Board voting provision will be suspended for any period during
which the Company is required to have a board comprised of a
majority of directors that are independent as defined under the
rules of such national securities exchange.
Additionally, effective March 20, in connection with the election
of five new directors, the Board, with the consent of a majority
of its stockholders, adopted the amended and restated bylaws of
the Company (the Amended and Restated Bylaws). The Amended and
Restated Bylaws include the following amendments:
of five new directors, the Board, with the consent of a majority
of its stockholders, adopted the amended and restated bylaws of
the Company (the Amended and Restated Bylaws). The Amended and
Restated Bylaws include the following amendments:
Article II, Section 2.2 increases the threshold for a
stockholder to call a stockholders meeting from 10% to 15%.
stockholder to call a stockholders meeting from 10% to 15%.
Article II, Section 2.4 provides that in order for
stockholders business to be considered properly brought
before a meeting called by a stockholder, notice of such
proposal must be provided to the Company not less than 120
days before the date of the Companys proxy statement released
to stockholders in connection with the previous years annual
meeting or as otherwise provided in the Companys proxy
materials for the most recent meeting of stockholders. Notice
provided by such Stockholder must include a description of
the proposal, the name and address of the proposing
stockholders, the class and number of shares held by such
stockholders, and a description of any interests the
stockholder may have related to such proposal.
stockholders business to be considered properly brought
before a meeting called by a stockholder, notice of such
proposal must be provided to the Company not less than 120
days before the date of the Companys proxy statement released
to stockholders in connection with the previous years annual
meeting or as otherwise provided in the Companys proxy
materials for the most recent meeting of stockholders. Notice
provided by such Stockholder must include a description of
the proposal, the name and address of the proposing
stockholders, the class and number of shares held by such
stockholders, and a description of any interests the
stockholder may have related to such proposal.
Article II, Section 2.5 provides that in addition to other
applicable requirements, in order to be considered timely,
notice of stockholder nominations for director must be
submitted to the Company not less than 45 days more nor less
than 75 days prior to the date on which the Company first
mailed its proxy materials for the previous years annual
meeting of stockholders. New Section 2.5 requires that such
notice include information necessary for the Board to
determine the nominees qualifications to serve on the Board
and independent status from the Company.
applicable requirements, in order to be considered timely,
notice of stockholder nominations for director must be
submitted to the Company not less than 45 days more nor less
than 75 days prior to the date on which the Company first
mailed its proxy materials for the previous years annual
meeting of stockholders. New Section 2.5 requires that such
notice include information necessary for the Board to
determine the nominees qualifications to serve on the Board
and independent status from the Company.
Article III, Sections 3.1(a), (b) and (c) have been amended
as follows:
as follows:
New Section 3.1 replaces Article III, Section 2 of the prior
bylaws and allows the Board to set the number of directors by
resolution at a number no less than 1 and no more than 12.
bylaws and allows the Board to set the number of directors by
resolution at a number no less than 1 and no more than 12.
New Section 3.1 provides that directors shall be elected by a
majority of stockholders until such time that (a) the
Companys stock becomes listed on a major national securities
exchange, such as the New York Stock Exchange or Nasdaq Stock
Market and (b) the Company is subject to a requirement that a
majority of its board of directors be comprised of
independent directors. During any period in which both (a)
and (b) above are true, the Companys directors shall be
elected by a plurality stockholder vote. New Section 3.1(c)
provides that only the Board may fill vacancies by reason of
death, resignation, disqualification or removal from office.
majority of stockholders until such time that (a) the
Companys stock becomes listed on a major national securities
exchange, such as the New York Stock Exchange or Nasdaq Stock
Market and (b) the Company is subject to a requirement that a
majority of its board of directors be comprised of
independent directors. During any period in which both (a)
and (b) above are true, the Companys directors shall be
elected by a plurality stockholder vote. New Section 3.1(c)
provides that only the Board may fill vacancies by reason of
death, resignation, disqualification or removal from office.
New Section 3.5 replaces Article VIII, Section 1, allowing
the Board discretion to declare dividends as often and in
such amounts as permitted by law.
the Board discretion to declare dividends as often and in
such amounts as permitted by law.
The Bylaws also include certain technical, conforming,
modernizing and clarifying changes. The foregoing description is
qualified in its entirety by the Bylaws which are incorporated
herein by reference to Exhibit B of the Definitive Information
Statement to Section 14(c) of the Securities Exchange Act of 1934
filed with the SEC on February 28, 2017.
modernizing and clarifying changes. The foregoing description is
qualified in its entirety by the Bylaws which are incorporated
herein by reference to Exhibit B of the Definitive Information
Statement to Section 14(c) of the Securities Exchange Act of 1934
filed with the SEC on February 28, 2017.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
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Exhibit No.
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Description
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3.1
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Form of Amended and Restated Articles of Incorporation of
Concierge Technologies, Inc. (incorporated herein by reference to Exhibit A of the Definitive Information Statement on Schedule 14C filed with the SEC on February 28, 2017) |
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3.2
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Form of Amended and Restated Bylaws of Concierge
Technologies, Inc. (incorporated herein by reference to Exhibit B of the Definitive Information Statement on Schedule 14C, filed with the SEC on February 28, 2017) |
About CONCIERGE TECHNOLOGIES, INC. (OTCMKTS:CNCG)
Concierge Technologies, Inc., through its subsidiaries, is engaged in capturing and presenting data from vehicle-mounted camera devices equipped for live-streaming; manufacturing and distributing New Zealand meat pies on a commercial scale, and selling and installing commercial and residential alarm monitoring systems. The Company’s three geographical segments include the United States, New Zealand and Canada. The United States segment includes the gathering of live-streaming video recording data displayed online. The New Zealand segment includes the production, packaging and distribution on a commercial scale of gourmet meat pies and related bakery confections. The Canada segment includes security alarm system installation and monitoring. Its subsidiaries include Kahnalytics Inc., Gourmet Foods Ltd and Brigadier Security Systems. Its operations in Canada include security alarm system installation and monitoring sold through its subsidiary Brigadier Security Systems. CONCIERGE TECHNOLOGIES, INC. (OTCMKTS:CNCG) Recent Trading Information
CONCIERGE TECHNOLOGIES, INC. (OTCMKTS:CNCG) closed its last trading session up +0.0120 at 0.0890 with 12,482 shares trading hands.
