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): November 15, 2018
  
DROPCAR, INC.
(Exact name of Registrant as specified in its charter)
  
Delaware
001-34643
98-0204758
(State or other jurisdiction
of incorporation)
(Commission
File No.)
(IRS Employer
Identification No.)
 
DropCar, Inc.
1412 Broadway, Suite 2105
New York, New York 10018
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code: (646) 342-1595
  
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:
 
  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 
 
 
Item 5.07.                       
Submission of Matters to a Vote of Security Holders.
 
(a)            
On November 15, 2018, DropCar, Inc. (the “Corporation”) held its 2018 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 6,173,491 of the holders of the total shares of the Corporation were present in person or represented by proxy, which represents 69.48% of the total outstanding shares of the Corporation entitled to vote as of the record date of September 26, 2018.
 
(b)            
The following actions were taken in the Annual Meeting:
 
(1)
The following eight nominees were elected or reelected to serve on the Board until the Corporation’s 2019 annual meeting of stockholders or until their respective successors have been elected and qualified, or until their earlier resignation or removal:
 
Name of Director Nominees
 
Votes For
 
 
Votes Withheld
 
 
Broker Non-Vote
 
Joshua Silverman
  2,742,623 
  375,272 
  3,055,596 
Spencer Richardson
  2,715,319 
  402,576 
  3,055,596 
David Newman
Sebastian Giordano
  2,742,436 2,742,525 
  375,459 375,370 
  3,055,596 3,055,596 
Brian Harrington
  2,746,991 
  370,904 
  3,055,596 
Zvi Joseph
  2,742,549 
  375,346 
  3,055,596 
Solomon Mayer
  2,742,554 
  375,341 
  3,055,596 
Greg Schiffman
  2,742,454 
  375,441 
  3,055,596 
 
(2)
The proposal to approve a proposed amendment to the WPCS International Incorporated Amended and Restated 2014 Equity Incentive Plan to increase the number of shares available for the grant of awards by 1,712,500 shares, was approved, based on the following votes:
 
 
Votes For
 
 
Votes Against
 
 
Votes Abstain
 
 
Broker Non-Vote
 
  2,625,724 
  411,339 
  80,832 
  3,055,596 
 
(3)
The proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Corporation’s common stock underlying Series H-4 Convertible Preferred Stock and warrants issued by the Corporation pursuant to the terms of that certain Securities Purchase Agreement, dated March 8, 2018, by and among DropCar, Inc. and the investors named therein, in an amount equal to or in excess of 20% of the Corporation’s common stock outstanding before the issuance of such Series H-4 Convertible Preferred Stock and warrants (including upon the operation of anti-dilution provisions contained in such Series H-4 Convertible Preferred Stock and warrants), was approved, based on the following votes:
 
 
Votes For
 
 
Votes Against
 
 
Votes Abstain
 
 
Broker Non-Vote
 
  2,691,002 
  298,998 
  127,895 
  3,055,596 
 
(4)
The proposal to approve an amendment to the DropCar, Inc. Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Corporation’s issued and outstanding shares of common stock, at a ratio of between 2-for-1 and 25-for-1, was approved, based on the following votes:
 
 
Votes For
 
 
Votes Against
 
 
Votes Abstain
 
 
Broker Non-Vote
 
  4,236,361 
  1,854,100 
  83,030 
  0 
 
(5)
The selection of EisnerAmper LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2018, was ratified, based on the following votes:
 
 
Votes For
 
 
Votes Against
 
 
Votes Abstain
 
 
Broker Non-Vote
 
  5,469,071 
  615,754 
  88,666 
  0 
 
(6)
The compensation of the Corporation’s named executive officers, as disclosed in the Corporation’s proxy statement, was approved by an advisory vote, based on the following votes:
 
 
Votes For
 
 
Votes Against
 
 
Votes Abstain
 
 
Broker Non-Vote
 
  2,590,340 
  449,157 
  78,398 
  3,055,596 
 
 
 
 
SIGNATURES 
 
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.
 
 
 
DROPCAR, INC.
 
 
 
 
 
Date November 15, 2018
By:  
/s/ Spencer Richardson
 
 
 
Name  Spencer Richardson
 
 
 
Title Chief Executive Officer