VYSTAR CORPORATION (NASDAQ:VYST) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Years.
Effective December 28, 2016, the Company amended and restated its
Articles of Incorporation. The description of the changes in such
Articles are incorporated herein by reference to such description
set forth in Item 5.07 herein.
Item 5.07Submission to Matters to a Vote of Security
Holders.
On or about December 2, 2016, the Company mailed its definitive
Schedule 14C Information Statement (Information Statement) to its
shareholders. Prior to the mailing of the Information Statement,
the Company obtained the unanimous vote of its Board of Directors
and the affirmative written consent of the holders of 65,322,832
shares of Company Common Stock constituting approximately 58.4%
of the Companys outstanding shares of Common Stock. to such vote
of the Companys Board of Directors and Shareholders, the
following actions were taken:
1.
Approval of the Companys Amended and Restated Articles of
Incorporation as set forth on Exhibit 3.1 filed herewith to
provide for (i) a staggered Board of Directors effective in
connection with the Companys 2017Annual Meeting of Shareholders,
(ii) an increase in the number of authorized shares of Common
Stock of the Company from 150,000,000 to 250,000,000 shares, and
(iii) to consolidate all prior amendments to the Companys
Articles of Incorporation.
2.
The election of William R. Doyle (2017), Mitsy Y. Mangum (2017),
Michael X. Ianacone (2017), Ranjit K. Matthan (2018), Jason Meggs
(2018) and Keith D. Osborn, M.D. (2018) as directors of the
Companyfor terms expiring at the 2017 and 2018 annual meetings of
shareholders.
3.
An advisory vote approving executive compensation for 2015.
4.
An advisory vote approving the frequency of the advisory vote on
executive compensation to be held every three years.
5.
The ratification of the appointment of Porter Keadle Moore, LLC,
as the Companys independent registered public accounting firm for
the year ending December 31, 2016.
All actions were approved by all shareholders of the Company
described above acting by written consent. No proxies were
solicited.
Item9.01Financial Statements and Exhibits.
| (d) | Exhibits | |
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3.1Amended and Restated Articles of Incorporation dated December 28, 2016. |
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