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):  July 14, 2017

 

QS Energy, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   0-29185   52-2088326

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

     

 

   

23902 FM 2978

Tomball, Texas

  77375  
(Address of principal executive offices)   (Zip Code)  

 

Registrant’s telephone number, including area code: (805) 845-3581

 

 
(Former name or former address, if changed since last report)
 

 

 

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:

 

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))

 

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 5.07Submission of Matters to a Vote of Security Holders

The Registrant held its annual meeting of stockholders on July 14, 2017, at which time the following individuals were elected to the following classes of Registrant’s Board of Directors:

 

Class I: Eric Bunting, M.D.
  Thomas Bundros
   
Class II: Don Dickson
  William Green
   
Class III: Jason Lane
  Gary Buchler
  Richard Munn

 

The appointment of Registrant’s independent auditors, Weinberg & Co., P.A., to serve as Registrant’s auditors for the year ending December 31, 2017, was ratified.

 

The proposal to amend Registrant’s Articles of Incorporation to increase the Company’s authorized shares of common stock from 300 million to 500 million and to create a new class of preferred stock and authorize the Registrant to issue up to 100 million shares of preferred stock, requiring approval of a majority of Registrant’s issued and outstanding shares of common stock, was not approved.

 

On a non-binding advisory basis, the compensation and compensation program for the Registrant’s named executive officers was approved.

 

205,706,106 shares of Registrant’s common stock were entitled to vote. There were 143,222,717 shares of the Registrant’s common stock present in person and by proxy at the annual meeting, and a quorum was represented at the annual meeting in person and by proxy. The following summarizes vote results for those matters submitted to the Registrant’s stockholders for action at the annual meeting:

 

1.       Proposal to elect seven (7) members of Registrant’s Board of Directors.

 

Director: For: Against: Abstain:
Garv Buchler 84,509,087 352,000 389,263
Thomas Bundros 79,056,905 352,000 5,841,445
Eric Bunting 84,490,487 352,000 407,863
Don Dickson 79,053,408 352,000 5,844,942
William Green 84,486,590 352,000 411,760
Jason Lane 79,068,438 352,000 5,829,912
Richard W. Munn 84,492,487 352,000 405,863

 

2.       Proposal to ratify the appointment of Weinberg & Co., P.A. as Registrant’s independent accountants for the year ending December 31, 2017.

 

For: Against: Abstain:
140,718,471 1,664,123 840,123

 

3.        Proposal to amend Registrant’s Articles of Incorporation to increase the Company’s authorized shares of common stock from 300 million to 500 million and to create a new class of preferred stock and authorize the Registrant to issue up to 100 million shares of preferred stock.

 

For: Against: Abstain:
80,210,073 4,074,221 966,056

 

4.        Proposal, on a non-binding advisory basis, to approve the compensation and compensation program for the Registrant’s named executive officers.

 

For: Against: Abstain:
74,842,669 6,826,718 3,580,963

 

 

 

 

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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.

 

       
Date:   July 18, 2017

QS ENERGY, INC. 
 

 

  By:   /s/MICHAEL MCMULLEN
  Name: Michael McMullen
  Title: CFO

 

 

 

 

 

 

 

 

 

 

 

 

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