On October 3, 2017, Net Element, Inc. (the Company), the Companys stockholders approved at the 2017 annual meeting of stockholders of the Company (the Annual Meeting), a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, which, upon filing of such amendment with the Secretary of State of the State of Delaware, will decrease authorized common stock of Net Element, Inc. from 400 million shares to 100 million shares. Further, at the Annual Meeting, the Companys stockholders authorized the Companys Board of Directors, in its discretion, to effect a reverse stock split of the Companys outstanding shares of common stock (the Common Stock), at any ratio not less than 1-for-10 and not greater than 1-for-30. The form of the Amendment to its Amended and Restated Certificate of Incorporation was previously filed as Appendix A to the Companys definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 10, 2017.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company, after the requisite approval by the Companys stockholders at the Annual Meeting, amended its 2013 Equity Incentive Plan, as amended (the Plan), to increase the number of shares of the Common Stock available for issuance thereunder by 3,680,000 shares of Common Stock (the Plan Amendment). The form of the Plan Amendment was previously filed as Appendix B to the Companys definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 10, 2017.
The Company stockholders approved at the Annual Meeting the issuance by the Company of 471,388 restricted shares of Common Stock to the Companys Chief Executive Officer, Oleg Firer as a performance bonus.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on October 3, 2017. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.
: To elect five directors of the Company, three of whom shall be independent directors as defined by applicable rules, to serve for a one-year term expiring in 2018.
Name of Director
All director nominees were duly elected.
: To approve an amendment to the Companys Amended and Restated Certificate of Incorporation to effectuate a reverse split of the Companys issued and outstanding shares of the Companys common stock at a ratio of between 1-for-10 and 1-for-30, inclusive, which ratio will be selected at the sole discretion of the Companys Board of Directors.
Proposal 2 was approved.
: To approve an amendment to the Companys Amended and Restated Certificate of Incorporation to decrease authorized Common Stock from 400 million shares to 100 million shares.
Proposal 3 was approved.
: To approve an amendment to the Companys 2013 Equity Incentive Plan, as amended (the Plan), to increase the number of shares of the Common Stock available for issuance thereunder by 3,680,000 shares of Common Stock.
Proposal 4 was approved.
: To approve the issuance pursuant to the Common Stock Purchase Agreement between the Company and Cobblestone Partners, LLC, dated as July 5, 2017, of shares of Company Common Stock to Cobblestone Capital Partners LLC in excess of 19.99% of the outstanding shares of our Common Stock as of the date of the Common Stock Purchase Agreement, to comply with NASDAQ Listing Rule 5635.
Proposal 5 was approved.
: To approve the issuance by the Company of 471,388 restricted shares of Common Stock to the Companys Chief Executive Officer, Oleg Firer as a performance bonus, as required by and in accordance with NASDAQ Listing Rule 5635.
Proposal 6 was approved.
: To ratify the selection of Daszkal Bolton LLP as the Companys independent registered public accounting firm for the year ending December 31, 2017.
Proposal 7 was approved.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 4, 2017
NET ELEMENT, INC.
/s/ Jonathan New
Chief Financial Officer
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