MassRoots, Inc. (OTCMKTS:MSRT) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07Submission of Matters to a Vote of Security Holders
On June 8, 2018, MassRoots, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”). A total of 143,620,501 shares of common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders voted on Proposals 1, 3, 4, 5 and 6. To allow additional time for stockholders to vote on Proposal 2, the Company adjourned the meeting with respect to such proposal until June 15, 2018. This Current Report on Form 8-K will be amended to report the results of Proposal 2 once the final results are received by the Company. The final results for Proposals 1, 3, 4, 5 and 6, as set forth in the Definitive Proxy Statement, filed with the SEC on May 11, 2018, are as follows:
Proposal 1.At the Annual Meeting, the terms of all four members of the Board of Directors expired. All of the four nominees for director were elected to serve until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the four directors was as follows:
| Directors | For | Withheld | Broker Non-Votes |
| Isaac Dietrich | 74,661,548 | 873,713 | 68,085,240 |
| Charles R. Blum | 75,205,960 | 329,301 | 68,085,240 |
| Cecil Kyte | 75,202,335 | 332,926 | 68,085,240 |
| Graham Farrar | 75,295,394 | 239,867 | 68,085,240 |
Proposal 3.At the Annual Meeting, the stockholders approved the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) and the reservation of 25,000,000 shares of common stock for issuance thereunder. The result of the votes to approve the 2018 Plan was as follows:
| For | Against | Abstain | Broker Non-Vote |
| 72,130,212 | 3,048,618 | 356,431 | 68,085,240 |
Proposal 4.At the Annual Meeting, the stockholders approved the ratification of the appointment of RBSM LLP as the Company’s independent public accountant for the fiscal year ending December 31, 2018. The result of the votes to approve RBSM LLP was as follows:
| For | Against | Abstain |
| 141,720,438 | 922,258 | 977,805 |
Proposal 5.At the Annual Meeting, the stockholders approved an advisory vote on executive compensation. The result of the votes to approve the advisory vote on executive compensation was as follows:
| For | Against | Abstain | Broker Non-Vote |
| 74,088,498 | 1,085,617 | 361,146 | 68,085,240 |
Proposal 6.At the Annual Meeting, the stockholders approved a three-year frequency for holding an advisory vote on executive compensation. The result of the votes to approve the three-year frequency was as follows:
| 1 Year | 2 Years | 3 Years | Abstain |
| 7,396,731 | 587,682 | 66,573,586 | 977,262 |
Item 7.01 Regulation FD Disclosure.
On June 13, 2018 the Company issued a press release announcing the results of the Annual Meeting and adjournment regarding Proposal 2.
A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this Current Report on Form 8-K. The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release dated June 13, 2018 |
MassRoots, Inc. ExhibitEX-99.1 2 f8k060818ex99-1_massroot.htm PRESS RELEASE DATED JUNE 13,…To view the full exhibit click here
About MassRoots, Inc. (OTCMKTS:MSRT)
MassRoots, Inc. (MassRoots) is a United States-based company, which offers technology platforms for the cannabis industry. The Company’s mobile applications enable consumers to provide community-driven reviews of cannabis strains and products, enabling consumers to make cannabis purchasing decisions. Through its mobile applications and Web portal, users utilize MassRoots to share their cannabis content, stay connected with the legalization news and follow their preferred dispensaries. Its mobile application features dispensary finder and menus; product pages and reviews, and Sponsored Posts 2.0. It provides business dashboards featuring MassRoots’ product data in actionable formats. The Company focuses on introducing other features for users and index the network’s public content on Google for software engine optimization (SEO) value. The Company gains insights into consumer trends by aggregating data from various cannabis consumers.