UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): September 29, 2014
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 001-34643 | 98-0204758 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
521 Railroad Avenue, Suisun City, California 94585
Registrant’s telephone number, including area code: (707) 421-1300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 29, 2014, WPCS International Incorporated (the “Company”) held its annual meeting of stockholders, at which the Company’s stockholders approved four proposals and one proposal was rejected as it did not obtain the affirmative votes of the holders of a majority of shares issued and outstanding. The proposals are described in detail in its proxy statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, on August 26, 2014.
Proposal 1
The Company’s stockholders elected seven individuals to the Board of Directors as set forth below:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Sebastian Giordano | 5,696,633 | 130,510 | 4,662,654 | |||||||||
| Charles Benton | 5,725,161 | 102,012 | 4,662,654 | |||||||||
| Kevin Coyle | 5,708,963 | 118,210 | 4,662,654 | |||||||||
| Norm Dumbroff | 5,723,030 | 104,143 | 4,662,654 | |||||||||
| Neil Hebenton | 5,717,371 | 109,802 | 4,662,654 | |||||||||
| Edward Gildea | 5,725,310 | 101,863 | 4,662,654 | |||||||||
| Divya Thakur | 5,702,566 | 124,607 | 4,662,654 | |||||||||
Proposal 2
The Company’s stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2015, as set forth below:
| Votes For | Votes Against | Abstentions | ||||||||
| 10,197,922 | 150,570 | 141,335 | ||||||||
Proposal 3
The Company’s stockholders rejected an amendment to the Certificate of Incorporation of the Company to increase the Company’s authorized shares of common stock from 14,285,714 to 75,000,000, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 4,654,761 | 1,007,496 | 164,916 | 4,662,654 | |||||||||||
Proposal 4
The Company’s shareholders approved on an advisory basis, the compensation of the Company’s named executive officers, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 5,206,815 | 406,819 | 213,539 | 4,662,654 | |||||||||||
Proposal 5
The Company’s shareholders approved on an advisory basis, a three-year frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation, as set forth below:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 609,118 | 202,401 | 4,877,786 | 137,867 | 4,662,654 | ||||||||||||||
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WPCS INTERNATIONAL INCORPORATED | |
| Date: September 29, 2014 | By: /s/ SEBSTIAN GIORDANO |
| Sebastian Giordano | |
| Interim Chief Executive Officer |