UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________
FORM 8-K/A
________________
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
InsPro
Technologies Corporation
(Exact name of registrant as specified in charter)
| Delaware | 333-123081 | 98-0438502 |
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
150 N. Radnor-Chester Road
Suite B-101
Radnor,
Pennsylvania 19087
(Address of principal executive offices)
(484)
654-2200
(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)) |
Explanatory Note
This Amendment No. 1 to the InsPro Technologies Corporation Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 20, 2014 (the “Form 8-K”), amends and restates the Form 8-K in its entirety as follows.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 20, 2014, InsPro Technologies Corporation (the “Company) filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Certificate of Amendment became effective upon filing and increases the number of authorized shares of common stock from 300,000,000 to 400,000,000.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on August 19, 2014.
The following matters, all of which were set forth in the Company’s definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on July 10, 2014, were voted on at the Annual Meeting. The results of such voting are as indicated below.
| 1. | Election of the nominees listed below to serve on the Board of Directors of the Company until the next annual meeting of stockholders and until his or her successor is elected, or until the director’s earlier death, resignation or removal: |
| Nominee | For | Withheld | ||||
| Donald R. Caldwell | 116,510,593 | 175,689 | ||||
| Brian Adamsky | 116,478,653 | 175,689 | ||||
| Michael Azeez | 116,510,592 | 143,750 | ||||
| John Harrison | 116,088,206 | 566,136 | ||||
| Kenneth Harvey | 116,510,192 | 144,150 | ||||
| Alan Krigstein | 116,510,592 | 143,750 | ||||
| Robert J. Oakes | 116,508,292 | 146,050 | ||||
| Sanford Rich | 116,508,292 | 145,050 | ||||
| L.J. Rowell | 116,510,292 | 144,050 | ||||
| Paul Soltoff | 116,088,406 | 565,936 | ||||
| Anthony R. Verdi | 116,508,292 | 146,050 | ||||
| Edmond J. Walters | 116,088,106 | 566,236 |
- Ratification of the appointment of D’Arelli Pruzansky, P.A. as the Company’s independent registered public accountants for the fiscal year ending December 31, 2014.
| For | Against | Abstain | ||||
| 132,620,420 | 16,715 | 801 |
- Stockholders vote on the following resolution. “RESOLVED, that InsPro Technologies Corporation’s stockholders approve an amendment to the Company’s certificate of incorporation, as amended, to increase the number of authorized shares of common stock from 300,000,000 shares to 400,000,000”.
| For | Against | Abstain | ||||||
| 124,866,081 | 7,248,720 | 523,135 |
There were 15,983,594 broker non-votes with respect to the election of directors. There were no broker non-votes with respect to the proposals to ratify the appointment of D’Arelli Pruzansky, P.A. as the Company’s independent registered public accountants for the fiscal year ending December 31, 2014.
On the basis of the above votes, (i) all nominees listed above were elected to serve on the Board of Directors of the Company until the next annual meeting of stockholders and until his or her successor is elected, or until the director’s earlier death, resignation or removal; (ii) the proposal to ratify the selection of D’Arelli Pruzansky, P.A. as the Company’s independent registered public accountants for the fiscal year ending December 31, 2014; and (iii) the resolution that InsPro Technologies Corporation’s stockholders approve an amendment to the Company’s certificate of incorporation, as amended, to increase the number of authorized shares of common stock from 300,000,000 shares to 400,000,000; were each adopted.
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.
| INSPRO TECHNOLOGIES CORPORATION |
| Date: | August 21, 2014 | By: | /s/ Anthony R. Verdi |
| Name: | Anthony R. Verdi | |
| Title: | Principal Executive Officer, Chief | |
| Financial Officer and Chief Operating | ||
| Officer | ||