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): June 2,
2020
CBA FLORIDA, INC.
(Exact name of registrant as specified in its
charter)
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Florida
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000-50746
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90-0613888
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada
89169
(Address of Principal Executive Office) (Zip
Code)
(702) 914-7250
(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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title
of each class
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Trading
Symbol
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Name of
each exchange on which registered
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in 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 5.07 .
Submission of Matters to a Vote of Security Holders
On May
28, 2020, CBA Florida, Inc. (the “Company”) held an
annual meeting of its shareholders (the “Annual
Meeting”) solely by means of remote communication. As of
April 17, 2020, the record date of the Annual Meeting, there were a
total of 1,272,066,146 shares of the Company’s common stock
issued and outstanding and entitled to vote at the Annual Meeting.
A total of 1,131,181,799 votes were represented at the Annual
Meeting, and a quorum was present. The following proposals were
submitted to the shareholders:
1. Proposal 1 to elect
the four directors nominated by the Company’s board of
directors (the “Board”) named in the Proxy Statement
(defined below);
2. Proposal 2 to
approve the voluntary dissolution and liquidation of the Company
(the “Dissolution”) pursuant to a Plan of Dissolution
in substantially the form attached to the Proxy
Statement;
3. Proposal 3 to
ratify the appointment of RBSM LLP as the Company’s
independent registered certified public accounting firm for the
fiscal year ending December 31, 2020; and
4. Proposal 4 to
approve (on an advisory basis) the Company's executive
compensation.
For
more information about the foregoing proposals, please see the
Company’s Definitive Proxy Statement filed April 20, 2020
(the “Proxy Statement”).
The
number of votes cast for, against, and where applicable, votes
withheld, as well as abstentions and broker non-votes and whether
each proposal was approved, is set forth below.
1. Proposal 1 to elect the four director nominated by the Board and
named in the Proxy Statement.
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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David
Sandberg
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652,074,133
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0
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22,871,286
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456,236,380
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Adrian
Pertierra
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652,115,946
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0
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22,829,473
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456,236,380
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Timothy
McGrath
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652,129,732
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0
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22,815,687
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456,236,380
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Anthony
Snow
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634,622,547
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0
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40,322,872
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456,236,380
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The
four nominees listed above were elected to the Board. Consistent
with the Company’s Articles of Incorporation, the term of
office of Adrian Pertierra and Anthony Snow will continue until the
Company’s 2021 annual meeting of shareholders; the term of
office of David Sandberg will continue until the Company’s
2022 annual meeting of shareholders; the term of office of Timothy
McGrath will continue until the Company’s 2023 annual meeting
of shareholders; and, in each case, until a successor has been
elected and qualified, or until his earlier death, resignation or
removal.
2. Proposal 2 to approve the Dissolution pursuant to a Plan of
Dissolution in substantially the form attached to the Proxy
Statement.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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661,291,880
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13,467,086
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186,453
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456,236,380
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The
proposal to approve the Dissolution, pursuant to a Plan of
Dissolution in substantially the form attached to the Proxy
Statement, was approved.
3. Proposal 2 to ratify the appointment of RBSM LLP as the
Company’s independent registered certified public accounting
firm for the fiscal year ending December 31, 2020.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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1,117,562,334
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10,738,649
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2,880,816
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456,236,380
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The
appointment of RBSM LLP as the Company’s independent
registered certified public accounting firm for the fiscal year
ending December 31, 2020 was ratified.
4. Proposal 4 to approve (on an advisory basis) the Company's
executive compensation.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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654,923,504
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18,310,668
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1,711,247
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456,236,380
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The
proposal to approve, on an advisory basis, the Company’s
executive compensation, was approved.
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.
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CBA FLORIDA, INC.
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Date:
June 2, 2020
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By:
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/s/
Anthony Snow
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Anthony
Snow, President and Corporate Secretary
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