GROWLIFE, INC. (OTCMKTS:PHOT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Amendment of Certificate of Incorporation
On October 24, 2017, GrowLife, Inc., a Delaware corporation (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the authorized shares of common stock (“Common Stock”) from 3,000,000,000 to 6,000,000,000 shares.
A copy of the Certificate of Amendment of Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
Item 8.01Other Events
Appointment of Independent Chairman of the Board
On October 23, 2017, the Board of Directors, appointed Michael E. Fasci, an independent director, Chairman of the Board of Directors. Marco Hegyi, remains Chief Executive Officer and President and a Director.
Annual Shareholder Meeting
The Company held its 2017 Annual Meeting of Stockholders on October 23, 2017.The results of the Annual Meeting are set forth below.The matters considered at the annual meeting were described in detail in the definitive proxy statement on Schedule 14A that the Company filed with the Securities and Exchange Commission on August 16, 2017. All matters were approved by the shareholders as follows:
|
Shares |
Shares |
||||
|
Motion |
Description |
For |
Withheld |
||
|
|
To elect four nominees to serve on the Board until the 2018 Annual Meeting of Stockholders- |
||||
|
Marco Hegyi |
207,273,269 |
27,049,202 |
|||
|
Mark E. Scott |
209,651,220 |
24,671,251 |
|||
|
Michael E. Fasci |
220,228,468 |
14,094,003 |
|||
|
Katherine McLain |
210,317,864 |
24,004,607 |
|||
|
Shares |
Shares |
Shares |
|||
|
Motion |
Description |
For |
Against |
Abstained |
|
|
|
To adopt and approve the 2017 Stock Incentive Plan |
176,242,001 |
49,469,472 |
8,602,498 |
|
|
|
To approve an amendment to the Company’s Certificate of Incorporation to increase the authorized shares of common stock (“Common Stock”) from 3,000,000,000 to 6,000,000,000 |
1,099,163,437 |
694,964,528 |
27,270,936 |
|
|
|
To ratify the appointment of SD Mayer and Associates, LLP of Seattle, Washington as the Company’s independent registered public accounting firm for the fiscal years ending December 31, 2016 and 2017 |
1,586,873,838 |
76,838,085 |
157,686,979 |
|
|
|
To approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers |
161,084,619 |
63,393,490 |
9,835,862 |
|
|
Motion |
Description |
One Year |
Two Years |
Three Years |
Abstain |
|
|
To vote, on a non-binding advisory basis, on the frequency (i.e., every one, two, or three years) of holding an advisory shareholder vote to approve the compensation paid to the Company’s named executive officers |
110,133,612 |
16,013,697 |
93,296,845 |
14,888,317 |
|
Issued and |
|||
|
Quorum |
Outstanding |
Voted |
% |
|
2,064,907,125.00 |
1,821,398,902.00 |
88.2% |
Committee Assignments
On October 23, 2017 the Company’s Board of Directors, approved the following committee assignments:
|
Audit |
Compensation |
Nominations and Governance |
|
Michael E. Fasci (Chairman) |
Michael E. Fasci (Chairman) |
Katherine McLain (Chairman) |
|
Thom Kozik |
Katherine McLain |
Thom Kozik |
All committees now consist of independent directors.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
|
Exhibit No. |
Description |
|
3.1 |
Certificate of Amendment of Certificate of Incorporation of GrowLife, Inc. dated October 23, 2017 to increase the authorized shares of common stock (“Common Stock”) from 3,000,000,000 to 6,000,000,000 shares, filed herewith. |
|
99.1 |
Press release dated October 25, 2017 concerning 2017 Annual Meeting of Stockholders. |
GROWLIFE, INC. ExhibitEX-3 2 ex_3-1.htm CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF GROWLIFE,…To view the full exhibit click here
About GROWLIFE, INC. (OTCMKTS:PHOT)
GrowLife, Inc. (GrowLife) provides goods, including media (farming soil), hydroponics equipment, organic plant nutrients, and various other products to specialty grow operations across the United States. The Company primarily sells through its subsidiary, GrowLife Hydroponics, Inc. In addition to the promotion and sales of GrowLife owned brands, GrowLife distributes and sells over 3,000 products through its e-commerce distribution channel, Greners.com, and through its regional retail storefronts. The Company serves a community of commercial and urban cultivators growing specialty crops, including organics, greens and plant-based medicines. Indoor growing techniques are used to cultivate plant-based medicines. The Company holds rights in approximately 30 Website addresses related to its business, such as www.growlifeinc.com, www.growlifeeco.com, www.stealthgrow.com and www.greners.com.
