HOPTO INC. (OTCMKTS:HPTO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

HOPTO INC. (OTCMKTS:HPTO) 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.

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On August 27, 2018, hopTo Inc. (the “Company” or “our”) filed a certificate of amendment with the Secretary of State of the State of Delaware amending our amended and restated certificate of incorporation, as amended (“Certificate of Incorporation”) to effect the declassification of our board of directors (the “Board”). The declassify amendment (the “Declassify Amendment”) was described in detail in proposal 1 of our definitive proxy statement filed with the Securities and Exchange Commission. At our annual meeting of stockholders held on August 23, 2018, the stockholders approved the Declassify Amendment as described below. The certificate of amendment of our Certificate of Incorporation is filed herewith as Exhibit 3.1.

As a result, the conforming amendment to our second amended and restated bylaws, as amended (“Bylaws”), which was described in detail in our Proxy Statement, has been effected. The amendment of our Bylaws is filed herewith as Exhibit 3.2.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) on August 23, 2018. The following items of business were considered at the Annual Meeting:

(1) amendment of the Company’s Certificate of Incorporation to declassify the board of directors;

(2) the election of four directors;

(3) amendment of our Certificate of Incorporation to repeal the provisions therein prohibiting stockholder action without a meeting;

(4) amendment of our Certificate of Incorporation to change the super-majority vote requirement to a majority vote requirement in the Certificate of Incorporation relating to the amendment of our Bylaws;

(5) amendment of our Certificate of Incorporation to add a new article requiring that any related party transaction be approved by either the unanimous affirmative vote of disinterested directors or affirmative vote of a majority of outstanding shares of stock held by disinterested stockholders;

(6) grant of 60,000 shares of common stock to each of our outgoing directors Michael Brochu and John Cronin;

(7) approval, in a non-binding, advisory vote, of the compensation of our named executive officers, commonly known as “say-on-pay”;

(8) ratification of the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018; and

(9) the transaction of such other business as may properly have come before the Annual Meeting or any adjournment thereof.

The number of shares of common stock entitled to vote at the Annual Meeting was 9,804,400 shares. The number of shares of common stock present or represented by valid proxy at the annual meeting was 6,773,544 shares. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting are set forth below:

Proposal 1: Amendment to Declassify the Board of Directors.

The stockholders approved amendment of our Certificate of Incorporation to declassify the board of directors as follows:

Votes For Votes Against Abstain Broker Non-Votes
6,821,379 12,123 10,557

Proposal 2: Election of Directors.

The stockholders elected four directors to serve until the annual meeting of stockholders in 2019 as follows:

Director Votes For Votes Withheld Broker Non-Votes
Jonathon R. Skeels 6,689,567 154,460
Richard S. Chernicoff 6,689,567 154,460
Thomas R. Stewart 6,689,567 154,460
Jean-Louis Casabonne 6,225,411 618,616

Proposal 3: Amendment to Permit Stockholder Action by Written Consent.

The stockholders did not approve amendment of our Certificate of Incorporation to repeal the provision in the Certificate of Incorporation prohibiting stockholder action by written consent without a meeting as follows:

Votes For Votes Against Abstain Broker Non-Votes
5,845,275 995,903 2,881

Proposal 4: Amendment Changing Super-majority Vote Requirement to Majority Vote Requirement.

The stockholders did not approve amendment of our Certificate of Incorporation to change the super-majority vote requirement to a majority vote requirement relating to amendment of our Bylaws as follows:

Votes For Votes Against Abstain Broker Non-Votes
6,470,129 361,384 12,546

Proposal 5: Amendment Regarding Related Party Transactions.

The stockholders did not approve the related party transaction amendment of our Certificate of Incorporation as follows:

Votes For Votes Against Abstain Broker Non-Votes
4,579,494 2,260,809 2,090

Proposal 6: Grant of Stock.

The stockholders did not approve the grant of common stock as follows:

Votes For Votes Against Abstain Broker Non-Votes
1,875,173 4,966,897

Proposal 7: Advisory Vote on Executive Compensation.

In a non-binding, advisory vote, the stockholders approved the compensation of our executive officers as follows :

Votes For Votes Against Abstain Broker Non-Votes
6,657,363 175,145 11,551

Proposal 8: Ratification of Auditors.

The stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 as follows:

Votes For Votes Against Abstain Broker Non-Votes
6,827,272 16,524

Item 9.01 Financial Statements and Exhibits


hopTo Inc. Exhibit
EX-3.1 2 ex3-1.htm   Exhibit 3.1   STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF   HOPTO INC.   hopTo Inc.,…
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About HOPTO INC. (OTCMKTS:HPTO)

hopTo Inc. is a developer of software productivity products for mobile devices, such as tablets and smartphones, and application publishing software solutions. The Company’s product line, which is called hopTo, is marketed to small and medium sized businesses, and enterprise level customers under the name hopTo Work, which is its primary focus in the hopTo product line. hopTo provides mobile end-users with a productivity workspace for their mobile devices that allows them to manage, share, view and edit their documents, regardless of where they are stored. The hopTo Work builds upon the hopTo consumer product, bringing its core mobile productivity features to small- to medium-sized business (SMB)/Enterprise users, with additional security and manageability functions. The Company’s GO-Global product offerings can be categorized into various product families, such as GO-Global for Windows, GO-Global for UNIX and GO-Global Client.

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