xG Technology, Inc. (NASDAQ:XGTI) Files An 8-K Submission of Matters to a Vote of Security Holders

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xG Technology, Inc. (NASDAQ:XGTI) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 15, 2017, xG Technology, Inc. (the Company) held its
Annual Meeting of Stockholders (the Annual Meeting) at the
Companys offices at 240 S. Pineapple Avenue, Suite 701, Sarasota,
Florida 34236. As described in the Companys Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on
May 22, 2017, and as supplemented on May 24, 2017, at the Annual
Meeting the stockholders were asked to vote on eight matters: (i)
the election of directors, (ii) the ratification of the
appointment of an independent accounting firm, (iii) a proposal
to approve an amendment to increase the amount available under
the Companys 2016 Employee Stock Purchase Plan from $3,500,000 to
$7,000,000, (iv) a proposal to approve an amendment to increase
the amount available under the Companys 2016 Incentive
Compensation Plan from $3,500,000 to $7,000,000, (v) a proposal
to establish the Companys 2017 Incentive Compensation Plan, (vi)
an advisory resolution on executive compensation of the Companys
named executive officers, (vii) an advisory resolution on the
frequency of the vote on executive compensation of the Companys
named executive officers, and (viii) a proposal to approve the
sale and issuance of up to $15,000,000 in shares of the Companys
common stock (the Common Stock) to Lincoln Park Capital Fund,
LLC.

Of the 11,278,499 shares outstanding and entitled to vote as of
the record date for the Annual Meeting, 6,908,379 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 managements 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 were as follows:

Name For Withheld Broker Non-Votes
George F. Schmitt 1,680,890 50,949 5,176,540
John C. Coleman 1,675,439 56,400 5,176,540
Gary Cuccio 1,680,905 50,934 5,176,540
Kenneth Hoffman 1,681,105 50,734 5,176,540
Richard L. Mooers 1,680,844 50,995 5,176,540
Raymond M. Sidney 1,681,106 50,733 5,176,540
GNRL. James T. Conway 1,681,001 50,838 5,176,540

In addition, the stockholders ratified the appointment of Marcum
LLP as the Companys independent registered public accounting firm
for the year ending December 31, 2017, by a vote of 6,718,549
for; 102,626 against; and 87,204 abstentions. There were no
broker non-votes.

The stockholders also approved an amendment to increase the size
of the Companys 2016 Employee Stock Purchase Plan from $3,500,000
to $7,000,000 by a vote of 628,889 for; 457,897 against; 645,053
abstentions; and 5,176,540 broker non-votes.

The stockholders also approved an amendment to increase the size
of the Companys 2016 Incentive Compensation Plan from $3,500,000
to $7,000,000 by a vote of 605,387 for; 481,070 against; 645,382
abstentions; and 5,176,540 broker non-votes.

The stockholders also approved the proposal to establish the
Companys 2017 Incentive Compensation Plan by a vote of 1,172,159
for; 386,352 against; 173,328 abstentions; and 5,176,540 broker
non-votes.

The stockholders also approved an advisory resolution on
executive compensation of the Companys named executive officers
by a vote of 1,281,738 for; 300,674 against; 149,427 abstentions;
and 5,176,540 broker non-votes.

The stockholders also recommended, on an advisory basis, that the
frequency of the vote on the compensation of the Companys named
executive officers should be once every year by a vote of 989,989
for once every year; 43,053 for once every two years; 632,537 for
once every three years; 57,260 abstentions; and 5,176,540 broker
non-votes.

The stockholders did not approve the proposal to sell and issue
up to $15,000,000 in shares of Common Stock under the Companys
Purchase Agreement with Lincoln Park Capital Fund, LLC by a vote
of 1,031,349 against the proposal; 614,401 for the proposal;
86,089 abstentions; and 5,176,540 broker non-votes.


About xG Technology, Inc. (NASDAQ:XGTI)

xG Technology, Inc. develops a portfolio of intellectual property, which is embedded in its software algorithms that offer cognitive interference mitigation and spectrum access solutions for a range of applications using commercial off the shelf devices. The Company’s products include xMax, CN5100 Mobile Hotspot, CN3100 Vehicle Modem, CN3200 Dual-Band Routing Modem, CN1100 Access Point, CN7000 Mobile Control Center and xMonitor/xDrive. The Company offers a range of frequency-agnostic cognitive radio solutions. It focuses on various industries across the world, such as telecommunications, cable, defense and public safety, municipal governments, critical infrastructure and markets ranging from rural to urban areas and expeditionary deployments. The implementation of its cognitive radio intellectual property is xMax. The Company, through Integrated Microwave Technologies, LLC (IMT), offers a spectrum of wireless video products that are built around providing a range of solutions.

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