MODSYS INTERNATIONAL LTD. (NASDAQ:MDSY) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07. Submission of Matters to a Vote of Security Holders.
On March 29, 2017, ModSys International Ltd. (the Company) held
its 2017 Annual Meeting of Shareholders (the Annual Meeting) at
6600 LBJ Freeway, Suite 210, Dallas, TX, 75240. At the Annual
Meeting, the Companys shareholders voted on eleven proposals,
each of which is described in more detail in the Companys
definitive proxy statement on Schedule 14A filed with the U.S.
Securities and Exchange Commission on March 10, 2017. The
following is a brief description of each matter voted upon and
the certified results, including the number of votes cast for and
against each matter and, if applicable, the number of abstentions
and broker non-votes with respect to each matter.
Proposal 1 Election of Directors. Each of Scott Miller,
Regina OConnor and Syver Norderhaug were elected to serve for
until the 2018 annual meeting of shareholders.
| Director Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Scott Miller | 12,102,999 | 7,809 | 5,316,399 | – | ||||||||||||
| Regina OConnor | 17,426,311 | – | ||||||||||||||
| Syver Norderhaug | 17,426,311 | – | ||||||||||||||
Proposal 2 Approval of the compensation of the Companys named
executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 17,375,581 | 50,902 | – | ||||||||||||
Proposal 3 Approval of Brandon Edenfields employment
agreement and compensation as the Chief Executive Officer of the
Company.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 17,426,286 | – | |||||||||||||
Proposal 4 Approval of an amended compensation policy for the
Companys directors and officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 17,375,631 | 50,705 | – | ||||||||||||
Proposal 5 Approval of the amended compensation terms to the
members of the Companys Board of Directors.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 12,109,024 | 1,956 | 5,316,167 | – | |||||||||||
Proposal 6 Approval the terms of a share purchase agreement
between the Company and Columbia Pacific Opportunity Fund, LP and
the issuance thereunder of 757,575 ordinary shares of the Company
on April 1, 2017.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 17,426,380 | – | – | ||||||||||||
Proposal 7 Approval of the terms of a share purchase
agreement between the Company and Columbia Pacific Opportunity
Fund, LP and the issuance thereunder of an aggregate amount of
757,575 ordinary shares (and in some cases, up to 1,000,000
ordinary shares) of the Company on July 1, 2017.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 17,426,380 | – | – | ||||||||||||
Proposal 8 Approval of the issuance of warrants to purchase
an aggregate of 588,235 ordinary shares of the Company to be
issued to Columbia Pacific Opportunity Fund, LP and Prescott
Group Aggressive Small Cap Master Fund (or their respective
affiliates) in exchange for extending a guaranty during 2016 with
respect to a credit agreement between Modern Systems Corporation
and MS Modernization Services, Inc., respectively, a wholly owned
subsidiary and a majority owned subsidiary of the Company, and
Comerica Bank.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 17,426,380 | – | – | ||||||||||||
Proposal 9 Approval of the issuance of warrants to purchase
an aggregate of 588,235 ordinary shares of the Company to be
issued to Columbia Pacific Opportunity Fund, LP and Prescott
Group Aggressive Small Cap Master Fund (or their respective
affiliates) in exchange for extending a guaranty during 2017 with
respect to a credit agreement between Modern Systems Corporation
and MS Modernization Services, Inc. and Comerica Bank.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 17,426,380 | – | – | ||||||||||||
Proposal 10 Approval of the issuance of a warrant to purchase
an aggregate of 378,788 ordinary shares of the Company to be
issued to Prescott Group Aggressive Small Cap Master Fund (or its
affiliates) in exchange for increasing the amount of a guaranty
by $1,000,000 with respect to a credit agreement between Modern
Systems Corporation and MS Modernization Services, Inc. and
Comerica Bank.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 17,426,405 | – | – | ||||||||||||
Proposal 11 The re-appointment of BDO Ziv Haft as our
independent auditor for the period beginning on the date of the
annual meeting and ending on the date of our next annual general
meeting of shareholders.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 17,427,055 | – | – | ||||||||||||
About MODSYS INTERNATIONAL LTD. (NASDAQ:MDSY)
ModSys International Ltd., formerly BluePhoenix Solutions Ltd., develops and markets enterprise legacy migration solutions, and provides tools and professional services to international markets. The Company operates through information technology (IT) modernization solutions segment. The Company’s technologies and services allow businesses to migrate from their legacy mainframe and distributed IT infrastructures to modern environments and programming languages. In addition to the technology tools, the Company provides professional services for project management of migrations, understanding and mapping of the applications, testing, remediation, and ongoing monitoring and management of the environments. The Company performs conversions of legacy databases, such as Integrated Database Management System (IDMS), Adaptable Data Base System (ADABAS), Virtual Storage Access Method (VSAM), Oracle and database 2 (DB2) environments. MODSYS INTERNATIONAL LTD. (NASDAQ:MDSY) Recent Trading Information
MODSYS INTERNATIONAL LTD. (NASDAQ:MDSY) closed its last trading session down -0.050 at 0.820 with 57,974 shares trading hands.
