Grandparents.com, Inc. (OTCMKTS:GPCM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 29, 2016, Grandparents.com, Inc. (the
Company) filed a Certificate of Amendment to its
Third Amended and Restated Certificate of Incorporation (the
Charter) to increase the number of the Companys
authorized shares of common stock, par value $0.01 per share (the
Common Stock), by 1,806,500,000, from
350,000,000 to 2,156,500,000shares (the Certificate of
Amendment).
The foregoing description of the Certificate of Amendment is not
complete and is subject to, and qualified in its entirety by, the
full text of the Certificate of Amendment, which is attached to
this Current Report as Exhibit 3.1 and is incorporated herein by
reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
(a)On November 29, 2016, the Company held a special meeting of
its stockholders (the Special Meeting). At the
Special Meeting, the holders of shares of Common Stock and shares
of the Companys Series C Redeemable Convertible 7.5% Preferred
Stock, par value $0.01 per share (the Series C
Preferred), representing an aggregate of 137,436,023
votes, were present at the Special Meeting or represented by
proxy. The holders of the Companys Common Stock and Series C
Preferred voted together as a single class, with the Series C
Preferred voting on an as-converted basis. Together, the shares
of Common Stock and Series C Preferred voting on an as converted
basis present at the Special Meeting or represented by proxy
represented 65.12% of the outstanding voting stock of the Company
entitled to vote as of the record date of November 2, 2016.
(b)The following actions were taken at the Special Meeting:
| (1) |
The amendment to the Charter to increase the number of our authorized shares of Common Stock by 1,806,500,000, from 350,000,000 to 2,156,500,000shares, was approved, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
| 126,333,040 | 6,025,744 | 5,077,239 |
| (2) |
The amendment to the Charter to effect a reverse stock split of the Companys issued and outstanding shares of Common Stock, at a ratio of one-for-ten, was approved, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
| 127,691,713 | 5,643,310 | 4,101,000 |
| (3) |
The proposal to adjourn the Special Meeting, if necessary, in order to solicit additional proxies, was approved, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
| 127,636,388 | 4,515,182 | 5,284,453 |
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
|
Exhibit Number |
Description | |
| 3.1 |
Certificate of Amendment to the Grandparents.com Third Amended and Restated Certificate of Incorporation, dated as of November 29, 2016. |
About Grandparents.com, Inc. (OTCMKTS:GPCM)
Grandparents.com, Inc. owns and operates the Grandparents.com Website. As a membership organization and social media community, the Company connects grandparents, seniors and boomers to differentiated, discounted products and services. The Company’s Website offers content on health and wellbeing, relationships and finances, as well as other topics, such as recipes and travel tips. The Company’s Website is primarily a social media platform targeting active, involved grandparents. Along with its Website, the Company’s membership association, the American Grandparents Association (AGA) was formed to unite grandparents, boomers and seniors. Members of the AGA have access to a range of benefits, including discounts on products and services. AGA members can access community features of the Company’s offerings, including discussions, blogs, games and content, as well as other products and services, which are offered exclusively to AGA members. Grandparents.com, Inc. (OTCMKTS:GPCM) Recent Trading Information
Grandparents.com, Inc. (OTCMKTS:GPCM) closed its last trading session down -0.00100 at 0.00500 with shares trading hands.
