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

December 17, 2018 333-132456
Date of Report (Date of earliest event reported) Commission File Number

SECURITY DEVICES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware 71-1050654
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number)
organization)  

107 Audubon Road, Bldg 2, Suite 201
Wakefield, Massachusetts 01880
(Address of Principal Executive Offices) (Zip Code)

(978) 868-5011
(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:

[  ]  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))

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 5.07      Submissions of Matters to a Vote of Security Holders

On December 11, 2018 Security Devices International Inc. (the “Company”) held an annual and special meeting (the “Meeting”) of the Company’s shareholders. At the Meeting, the shareholders of the Company (1) elected all five (5) of the Company’s director nominees; (2) ratified the appointment of UHY McGovern Hurley LLP as the Company’s independent registered public accounting firm for the fiscal year ended November 30, 2018; (3) approved the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to 300,000,000.

The following is a tabulation of the votes for each individual director nominee:

Director For Withheld Abstain Broker Non-
Vote
Dean Thrasher 30,193,298 405,100   11,457,040
Bryan Ganz 30,193,398 405,000   11,457,040
Paul Jensen 30,253,398 345,000   11,457,040
Karen Bowling 30,253,298 345,100   11,457,040
Don Levantin 30,253,298 345,100   11,457,040

The following is a tabulation of the votes for (1) the ratification of the appointment of UHY McGovern Hurley LLP (“MH”) as the Company’s independent registered public accounting firm; (2) the approval of the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to 300,000,000:

Item Approved For Withheld/Against Abstain Broker Non-Vote
Ratification of MH 41,943,674 111,763 1
Amendment to Certificate of Incorporation 41,095,206 960,231 1

Item 9.01      Financial Statements and Exhibits

(a)

Financial Statements of Business Acquired.

Not applicable.

(b)

Pro Forma Financial Information.

Not applicable.

(c)

Shell Company Transaction.

Not applicable.

(d)

Exhibits.

Not applicable.

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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.

SECURITY DEVICES INTERNATIONAL INC.

December 17, 2018    /S/Paul Jensen
 Name: Paul Jensen
 Title: CEO

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