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EX-3.1 - EXHIBIT 3.1 - VIRTUAL PIGGY, INC.ex3_1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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):  August 19, 2014


VIRTUAL PIGGY, INC.
(Exact name of Registrant as specified in charter)


Delaware
(State or other jurisdiction
of incorporation)
0-53944
(Commission File Number)
35-2327649
(I.R.S. Employer
Identification No.)
 
1221 Hermosa Avenue, Suite 210, Hermosa Beach, California 90254
(Address of principal executive offices, including zip code)
 
(310) 853-1950
(Registrant's telephone number, including area code)

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))



 
 

 

ITEM 5.07.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of stockholders of Virtual Piggy, Inc. (the “Company”) was held on August 19, 2014 (the “Annual Meeting”). As of June 23, 2014, the record date for the meeting, (i) 117,117,626 shares of the Company’s common stock were issued and outstanding and (ii) 108,600 shares of Series A Cumulative Convertible Preferred Stock containing voting rights equivalent to 10,860,000 shares of common stock were outstanding; representing an aggregate of 127,977,626 votes that could be cast at the Annual Meeting. A quorum consisting of holders of 82,358,080 votes were present or represented at the meeting. At the Annual Meeting, the stockholders (i) elected each of the Company’s six nominees for director, (ii) approved an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 180,000,000 to 230,000,000, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1, (iii) approved the compensation of the Company’s named executive officers on an advisory basis, and (iv) ratified the appointment of Morison Cogen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The following tables represent the votes tabulated for each of these matters.

Proposal 1. Election of seven directors.

Nominee
Votes For
Withheld
Broker Non-Votes
       
Dr. Jo Webber
57,461,821
210,686
24,685,573
Darr Aley
57,661,007
  11,500
24,685,573
Kirk Bradley
57,486,822
185,685
24,685,573
Ernest Cimadamore
57,465,571
206,936
24,685,573
George O. McDaniel III
57,655,256
  17,251
24,685,573
William J. Tobia
57,460,571
211,936
24,685,573


Proposal 2.  Approval of an amendment to the Virtual Piggy, Inc. certificate of incorporation to increase the number of authorized shares of common stock from 180,000,000 to 230,000,000.

Votes For
Votes Against
Abstentions
 
       
81,763,225
543,373
51,863
 


Proposal 3. Advisory vote on the compensation of our named executive officers.

Votes For
Votes Against
Abstentions
Broker Non-Votes
       
57,117,764
372,646
182,097
24,685,573


Proposal 4. Ratification of the appointment of Morison Cogen LLP as the independent registered public accounting firm for fiscal year 2014.

Votes For
Votes Against
Abstentions
 
       
82,316,085
17,251
24,744
 
 
ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits – The following exhibit is filed as part of this report:

3.1
Certificate of Amendment of Certificate of Incorporation

 
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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.

 
     
VIRTUAL PIGGY, INC.
 
         
         
Date: August 20, 2014
By:    /s/ Joseph Dwyer  
     
Joseph Dwyer
 
     
Chief Financial Officer
 
 
 
 
 
 
 
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