8-K/A 1 omcm20140430_8ka.htm FORM 8-K/A omcm20130624_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

___________________

 

FORM 8-K/A

(Amendment No. 1)

___________________

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): August 4, 2011

 

___________________

 

OMNICOMM SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

___________________ 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-50839

11-3349762

(Commission File Number)

(IRS Employer Identification No.)

  

  

2101 W. Commercial Blvd. Suite 3500,

Ft. Lauderdale, FL

33331

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (954) 473-1254

 

  ___________________ 

 

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):

 

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))

 

 
 

 

 

Explanatory Note

 

This Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed by OmniComm Systems, Inc. (the “Company”) on August 8, 2011. This Amendment is being filed to correct information provided in Item 5.07 of the original Form 8-K regarding the count and percentage of shares present and the results of the votes on Proposal 2, Proposal 3 and Proposal 4. The information in this Amendment supersedes and replaces the information included in response to such Item in the original Form 8-K.

 

ITEM 5.07          Submission of Matters to a Vote of Security Holders.

 

We held our annual stockholders' meeting in Fort Lauderdale, Florida on August 4, 2011 Stockholders voted on the following four matters:

 

 

1.

To elect five directors to the board of directors to serve until the date of our next annual meeting until their successors have been elected and qualified;

 

2.

To ratify the appointment of Webb & Company, as our independent auditors;

 

3.

a non-binding advisory vote on the frequency of an advisory vote on executive compensation; and

 

4.

a non-binding advisory vote on executive compensation.

 

The count of shares present immediately prior to the commencement of the meeting indicated that 144,168,384 shares of the Company’s voting capital stock were present in person or by proxy. This is 76.3% of the outstanding voting stock of the Company. The stockholders approved the proposals, voting as follows:

 

Proposal 1.

For

Against

Abstain

Election of directors:

     

Randall G. Smith

122,526,379

2,126,464

0

Cornelis F. Wit

122,336,261

2,316,582

0

Guus van Kesteren

123,827,418

825,425

0

Matthew D. Veatch

123,600,389

1,052,454

0

 

Proposal 2.

For

Against

Abstain

To ratify the appointment of Webb & Company, as our independent auditors

143,353,289

158,069

657,026

 

Proposal 3.

Three (3) Years

Two (2) Years

One (1) Year

Non-binding advisory vote on the frequency of an advisory vote on executive compensation

105,119,888

16,000

19,466,916

 

Proposal 4.

For

Against

Abstain

Non-binding advisory vote on executive compensation

124,423,424

174,000

55,419

 

 
 

 

 

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.

 

 

 

OmniComm Systems, Inc.

 
       

Date: April 30, 2014

By: /s/ Thomas E. Vickers  
    Thomas E. Vickers  
    Chief Financial Officer