Nxt-ID, Inc. (NASDAQ:NXTD) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
On August 24, 2017, Nxt-ID, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at the Company’s offices at 285 North Drive, Melbourne, Florida 32934. As described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 4, 2017, at the Annual Meeting the stockholders were asked to vote on six matters: (i) the election of directors, (ii) the ratification of the appointment of an independent registered public accounting firm, (iii) the establishment of the Company’s 2017 Stock Incentive Plan, (iv) an advisory resolution on the compensation of the Company’s named executive officers, (v) an advisory resolution on the frequency of the stockholders’ advisory vote on the compensation of the Company’s named executive officers, and (vi) the approval of the issuance of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), upon the conversion of certain exchange notes and the exercise of certain exchange warrants of the Company, in an amount equal to 20% or more of the Company’s outstanding Common Stock.
Of the 12,254,411 shares of Common Stock outstanding and entitled to vote as of June 30, 2017, the record date for the Annual Meeting, 7,948,975 shares were present at the Annual Meeting in person or by proxy. As such, a quorum was established at the Annual Meeting.
Proxies for the Annual Meeting were solicited to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to management’s nominees for directors. All nominees for director listed below were elected. The term of office of each director will be until the 2018 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal.
The final results of the election of directors are as follows:
| Name | For | Withheld | Broker Non-Votes |
| Gino M. Pereira | 3,338,403 | 138,699 | 4,471,873 |
| Major General David R. Gust, USA, Ret. | 3,335,374 | 141,728 | 4,471,873 |
| Michael J. D’Almada-Remedios, PhD | 3,315,960 | 161,142 | 4,471,873 |
| Daniel P. Sharkey | 3,329,102 | 148,000 | 4,471,873 |
| Robin D. Richards | 3,378,976 | 98,126 | 4,471,873 |
| John Bendheim | 3,376,386 | 100,716 | 4,471,873 |
| Michael Orlando | 3,476,251 | 4,471,873 |
In addition, the stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017, by a vote of 7,632,156 shares for the proposal; 195,962 shares against the proposal; and 120,857 abstentions. There were no broker non-votes.
The stockholders also approved the proposal to establish the Company’s 2017 Stock Incentive Plan by a vote of 3,179,947 shares for the proposal; 268,750 shares against the proposal; 28,405 abstentions; and 4,471,873 broker non-votes.
The stockholders also approved an advisory resolution on the compensation of the Company’s named executive officers by a vote of 3,189,079 shares for the resolution; 253,403 shares against the resolution; 34,620 abstentions; and 4,471,873 broker non-votes.
The stockholders also recommended, on an advisory basis, that the frequency of the stockholders’ advisory vote on the compensation of the Company’s named executive officers should be once every three years by a vote of 3,022,029 shares for once every three years; 67,997 shares for once every two years; 349,572 shares for once every year; 37,504 abstentions; and 4,471,873 broker non-votes.
Lastly, the stockholders approved the proposal to issue the Company’s Common Stock, upon the conversion of certain exchange notes and the exercise of certain exchange warrants of the Company, in an amount equal to 20% or more of the Company’s outstanding Common Stock by a vote of 3,109,936 shares for the proposal; 334,121 shares against the proposal; 33,405 abstentions; and 4,471,873 broker non-votes.
About Nxt-ID, Inc. (NASDAQ:NXTD)
Nxt-ID, Inc. is a technology company. The Company is focused on products, solutions and services for security on mobile devices. The Company’s core technologies consist of those that support digital payments, biometric identification, encryption, sensors and miniaturization. It has three lines of business: mobile commerce (m-commerce), primarily through the application of secure digital payment technologies; biometric access control applications, and Department of Defense contracting. It intends to use its core biometric facial and voice recognition algorithms to develop security applications (both cloud based and locally hosted) that can be used for companies, as well as individuals, law enforcement, the defense industry, and the United States Department of Defense. Its offerings include Wocket, a physical electronic smart wallet; the NXT Smartcard, a standalone smartcard; Wi-Mag, an antenna and payment technology, and 3D FaceMatch and 3D SketchArtist facial recognition products.