Duos Technologies Group, Inc. (OTCMKTS:DUOT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
As further disclosed in Item 5.07 below, effective January 18, 2018, the shareholders of Duos Technologies Group, Inc., a Florida corporation (the “Company”), upon the recommendation of the Board of Directors (the “Board”) of the Company, approved the amount of authorized shares to the Company’s 2016 Equity Incentive Plan in the amount of 2,500,000 (the “Plan”). The Plan now provides for the issuance of up to 2,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), through the grant of non-qualified options (the “Non-qualified Options”), incentive options (the “Incentive Options” and together with the Non-qualified Options, the “Options”), restricted stock (the “Restricted Stock”) and unrestricted stock to directors, officers, employees and nonemployee consultants of the Company or its affiliates.
The above description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is attached as Appendix B to the proxy statement on Schedule 14-A filed with the Securities and Exchange Commission on December 22, 2017 and is incorporated by reference herein.
Item 5.07Submission of Matters to a Vote of Security Holders.
On January 18, 2018, the Company held its 2017 annual meeting of stockholders (the “Annual Meeting”). 59.32% of the shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy thereby constituting a quorum.
The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions, as to such matters, where applicable, are set forth in the table below. With respect to the election of Gianni B. Arcaini, Adrian G. Goldfarb, Alfred J. (Fred) Mulder and Blair Fonda as directors to each serve as directors on the Board until the next annual meeting or until each of their successors is elected and qualified, each nominee received the number of votes set forth opposite his name.
Number of Votes |
|||
Votes For |
Votes Against/Withheld |
Abstentions |
|
Election of Gianni B. Arcaini |
12,210,121 |
40,000 |
|
Election of Adrian G. Goldfarb |
12,210,121 |
40,000 |
|
Election of Alfred J. (Fred) Mulder |
11,210,121 |
1,040,000 |
|
Election of Blair Fonda |
11,210,121 |
1,040,000 |
|
Approval of an amendment to the Company’s articles of incorporation to effect a reverse stock split in a range of not less than 1 for 2 and not more than 1 for 20 |
12,248,687 |
1,434 |
|
Approval of an amendment increasing the number of shares issuable under the 2016 Equity Incentive Plan to 2,500,000 shares |
11,360,121 |
40,000 |
850,000 |
On the basis of the above votes, (i) Gianni B. Arcaini, Adrian G. Goldfarb, Alfred J. (Fred) Mulder and Blair Fonda were elected as members of the Board, (ii) approval of an amendment to the Company’s articles of incorporation to effect a reverse stock split in a range of not less than 1 for 2 and not more than 1 for 20 was adopted and (iii) approval of an amendment setting forth 2,500,000 as the number of shares issuable under the 2016 Equity Incentive Plan was adopted.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. |
Description of Exhibit |
10.1 |
2016 Equity Incentive Plan (incorporated by reference to Appendix B of the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 22, 2017). |
About Duos Technologies Group, Inc. (OTCMKTS:DUOT)
Duos Technologies Group, Inc. (Duos), formerly Information Systems Associates, Inc., is primarily engaged in the design and deployment of artificial intelligence driven intelligent technologies systems and information technology (IT) infrastructure services. The Company’s subsidiary, Duos Technologies, Inc. (duostech), is focused on the design, development and deployment of technology applications and turnkey engineered systems. It develops and deploys homeland and border security-centric critical infrastructure applications suite. It has two technology platforms: praesidium and centraco, both distributed as licensed software suites, and embedded within engineered turnkey systems. praesidium is a modular suite of analytics applications, which process and analyze data streams from conventional sensors and/or data points.