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) October 31, 2016 (October
28, 2016)
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FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-32421
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58-2342021
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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420 Lexington Avenue, Suite 1718 New York, NY
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10170
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(Address of principal executive offices)
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(Zip Code)
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Registrant's
telephone number, including area code:
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(212) 201-2400
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Not Applicable
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(Former name or former address, if changed since last
report)
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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))
1
Item
5.07 Submission of Matters to a Vote
of Security Holders.
Fusion Telecommunications International, Inc. (the
“Company”)
held its 2016 Annual Meeting of Stockholders (the "Meeting") on
October 28, 2016, at 3:00 p.m., New York city time. The
Meeting was held at the Company's principal office located at 420
Lexington Avenue, Suite 1718, New York, New York
10170.
The Annual Meeting was called for the purpose of considering and
acting upon the following six proposals:
1. to
elect eight (8) Director nominees to hold office until the
Company’s 2017 Annual Meeting of
Stockholders;
2. to
ratify the selection of EisnerAmper LLP (“EA”) to act as the
Company’s Independent Registered Public Accountant for the
year ending December 31, 2016;
3. to
approve an amendment to the Company’s certificate of
incorporation to increase the number of authorized shares of
common stock to 90,000,000;
4. to
approve the 2016 Fusion equity compensation plan;
5. to
ratify, for purposes of Nasdaq Listing Rule 5635(b), (i) the sale
of 1,834,862 shares of the Company’s common stock to
Unterberg Technology Partners L.P. on December 7, 2015, and (ii)
the conversion by Unterberg Koller Capital Fund, L.P. of all of its
shares of the Company’s Series B-2 preferred stock into
shares of the Company’s common stock, which transactions
resulted in Unterberg owning more than 20% of the Company’s
outstanding voting securities; and
6. to
vote on an advisory resolution to approve executive
compensation.
The number of shares cast for and withheld, as well as the number
of broker non-votes, as to Proposal One is as follows:
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Proposal to elect eight (8) Director
nominees to hold office until the Company’s next
Annual Meeting of Stockholders
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Votes For
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Votes Withheld
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Broker Non-Votes
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Marvin S. Rosen
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11,127,101
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1,032,224
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2,093,882
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Philip D. Turits
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11,771,217
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388,108
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2,093,882
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Matthew D. Rosen
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11,699,314
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460,011
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2,093,882
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Jack Rosen
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11,658,156
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501,169
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2,093,882
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Paul C. O’Brien
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11,730,059
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429,266
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2,093,882
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Michael J. Del Giudice
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11,788,915
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370,410
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2,093,882
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Larry Blum
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11,776,025
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383,300
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2,093,882
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William Rubin
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11,814,777
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344,548
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2,093,882
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The number of shares cast for and against, as well as the number of
abstentions and broker non-votes as to Proposals 2, 3, 4, 5 and 6
submitted to Stockholders is as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Proposal
2 -- to ratify the engagement of EA to act as the Company’s
Independent Registered Public Accountant for the year ending
December 31, 2016
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13,975,899
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222,298
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55,010
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0
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Proposal 3 – to approve an amendment to the
Company’s certificate of incorporation to increase the
number
of
authorized shares of the Company’s common stock to
90,000,000
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12,493,411
(including
10,814,011
Common
Shares)
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1,287,659
(including
1,272,659 Common Shares)
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472,137
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0
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Proposal 4 – to approve the 2016 Fusion equity
compensation plan
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10,207,888
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1,155,723
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795,714
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2,093,882
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Proposal 5 – to ratify, for purposes of Nasdaq Listing
Rule 5635(b), (i) the sale of 1,834,862 shares of the
Company’s common stock to Unterberg Technology Partners L.P.
on December 7, 2015, and (ii) the conversion by Unterberg Koller
Capital Fund, L.P. of all of its shares of the Company’s
Series B-2 preferred stock
into shares of the Company’s common stock, which transactions
resulted in Unterberg owning more than
20% of our outstanding voting securities
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11,528,630
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625,889
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4,806
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2,093,882
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Proposal 6 – to vote on an advisory resolution to
approve executive compensation
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10,343,376
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659,898
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1,156,051
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2,093,882
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The foregoing results are considered final. The Board of Directors
has determined to continue its present practice of submitting
proposals to Stockholders to determine the frequency of
non-binding, advisory proposals on executive compensation every
three years. The next non-binding proposal to determine the
frequency of holding non-binding, advisory proposals on executive
compensation will be presented to Stockholders at the 2019 annual
meeting of Stockholders.
2
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused
this report on Form 8-K to be signed on its behalf by the
undersigned thereunto duly authorized.
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FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
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By: /s/ Gordon Hutchins,
Jr.
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Gordon Hutchins, Jr.
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October 31, 2016
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President and Chief Operating Officer
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3