UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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)) |
Indicate by check mark whether the registrant is an emerging growth company 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.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 22, 2022, The OLB Group, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of Delaware following shareholder approval, at the Annual Meeting of Stockholders (the “Annual Meeting”), held on December 22, 2022. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting the stockholders of the Company approved the four proposals listed below. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s Proxy Statement.
1. Elect four members of the Board of Directors, each to serve for a one-year term:
| FOR | WITHHELD | BROKER NON-VOTE | ||||||||||
| Ronny Yakov | 6,829,634 | 123,703 | 1,933,048 | |||||||||
| Amir Sternhell | 6,715,416 | 237,921 | 1,933,048 | |||||||||
| Ehud Ernst | 6,692,038 | 261,299 | 1,933,048 | |||||||||
| Alina Dulimof | 6,722,996 | 230,341 | 1,933,048 | |||||||||
2. Ratify the appointment by the Board
of Daszkal Bolton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
| FOR | AGAINST | ABSTAIN | ||
| 8,583,229 | 275,122 | 28,034 |
3. Approve the Amended and Restated 2020 Stock Incentive Plan.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 6,727,697 | 218,020 | 7,620 | 1,933,048 |
4. Approve the Amendment to the Company’s Certificate of Incorporation.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 6,832,282 | 88,714 | 32,341 | 1,933,048 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Certificate of Amendment to Certificate of Incorporation of The OLB Group, Inc. |
|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
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.
Dated: December 28, 2022
| THE OLB GROUP | ||
| By: | /s/ Ronny Yakov | |
Name: Title: |
Ronny Yakov Chief Executive Officer | |
2
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
The OLB Group, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
First: That the name of this corporation (the "Corporation") is The OLB Group, Inc.
Second: That the certificate of incorporation of the Corporation was originally filed with the Delaware Secretary of State on November 18, 2004 (the "Certificate of Incorporation").
Third: The Board of Directors of the Corporation, by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, duly adopted the following amendments to the Certificate of Incorporation:
Fourth: That Article FOURTH, Section 1 of the Certificate of Incorporation is hereby amended by deleting the section in its entirety and completely replacing the following new paragraph:
The total number of shares of all classes of stock which the Corporation shall have authority to issue is 51,000,000 million shares, consisting of (1) 1 million shares of Preferred Stock, par value $0.0001 per share ("Preferred Stock"), and (2) 50 million shares of Common Stock, par value $0.0001 per share ("Common Stock"). The number of authorized shares of any of the Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware (or any successor provision thereto), and no vole of the holders of any of the Preferred Stock or Common Stock voting separately as a class shall be required therefor.
Fifth: This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall become effective upon filing.
Sixth: That, by written consent executed in accordance with Section 228 of the General Corporation Law of the State of Delaware, the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon, and the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class, was given written notice of the proposed amendment to the Certificate of Incorporation and voted in favor of the adoption of the amendment to the Certificate of Incorporation. The necessary numbers of shares, as required by statute, were voted in favor of the amendment.
Seventh: That said amendments to the Certificate of Incorporation were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 23rd day of December, 2022.
| THE OLB GROUP, INC. | ||
| By: | /s/ Ronny Yakov | |
| Ronny Yakov | ||
| Chief Executive Officer | ||