ovtz20230918_8k.htm
false 0001107280 0001107280 2023-09-15 2023-09-15
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
 
September 15, 2023
Date of Report (Date of earliest event reported)
 
OCULUS VISIONTECH INC.
(Exact name of registrant as specified in its charter)
 
Wyoming
0-29651
06-1576391
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification
No.)
 
507 – 837 West Hastings Street
Vancouver, British Columbia, Canada
  
V6C 3N6
(Address of principal executive offices)
  
(Zip Code)
 
(604) 685-1017
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 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:
 
Title of each class
Trading Symbol (s)
Name of each exchange on which registered
N/A
N/A
N/A
 
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 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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.     ☐
 
 
 
 
 
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
 
Item 5.07.         Submission of Matters to a Vote of Security Holders
 
Results of the Annual Meeting of Stockholders
 
An Annual Meeting of Stockholders (the “Meeting”) of the Company was held on September 15, 2023 to approve the agenda items described below.
 
Proxies for the Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.
 
A total of 48,594,284 shares (53.15% of the 91,422,569 issued and outstanding shares of the Company entitled to vote as of the July 19, 2023 record date for the Meeting) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the Meeting. The agenda items submitted at the Meeting were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the Meeting with respect to that agenda item.
 
Agenda Item 1.                  To elect six directors:
 
Nominee
For
Withheld
Anton J. Drescher
40,670,498
(97.33%)
1,115,866
(2.67%)
Fabrice Helliker
40,641,952
(97.26%)
1,144,412
(2.74%)
Maurice Loverso
40,664,896
(97.32%)
1,121,468
(2.68%)
Rowland Perkins
40,658,318
(97.30%)
1,128,046
(2.70%)
Tom Perovic
40,672,470
(97.33%)
1,113,89
(2.67%)
Ron Wages
40,663,659
(97.31%)
1,122,705
(2.69%)
 
There were 6,807,920 broker non-votes with respect to the election of directors. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on the election of directors.
 
Agenda Item 2.                  To ratify the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
 
For
Against
Abstain
47,492,331
(97.73%)
342,719
(0.71%)
759,234
(1.56%)
 
There were no broker non-votes with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item.
 
Agenda Item 3.                  To approve the adoption of the continuation of the Company’s Omnibus Equity Incentive Compensation Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
 
For
Against
Abstain
40,618,952
(97.21%)
1,025,307
(2.45%)
142,105
(0.34%)
 
There were 6,807,920 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.
 
- 2 -
 
 
SECTION 7 – REGULATION FD
 
Item 7.01         Regulation FD Disclosure
 
On September 15, 2023 the Company issued a news release to announce the results of the Meeting. The Meeting was held on September 15, 2023 in Vancouver, British Columbia. All resolutions put forward at the meeting were approved by shareholders. A total of 48,594,284 common shares, representing 53.15% of the votes attached to all outstanding shares as at the record date of the meeting, were represented at the Meeting. The following individuals were elected, by ballot, as directors of the Company: Anton J. Drescher, Fabrice Helliker, Maurice Loverso, Rowland Perkins, Tom Perovic, and Ron Wages.
 
The detailed results of voting by ballot in respect of the election of directors were as follows:
 
 
Votes For
(#)
Votes For
(%)
Votes Against or
Withheld/Abstain
(#)
Votes Against or
Withheld/Abstain
(%)
Election of Anton J. Drescher
40,670,498
(97.33%)
1,115,866
(2.67%)
Election of Fabrice Helliker
40,641,952
(97.26%)
1,144,412
(2.74%)
Election of Maurice Loverso
40,664,896
(97.32%)
1,121,468
(2.68%)
Election of Rowland Perkins
40,658,318
(97.30%)
1,128,046
(2.70%)
Election of Tom Perovic
40,672,470
(97.33%)
1,113,89
(2.67%)
Election of Ron Wages
40,663,659
(97.31%)
1,122,705
(2.69%)
 
Note: Routine US broker-vote shares voted without beneficial owner instructions are only eligible to vote for the appointment of auditors. Accordingly, 6,807,920 common shares were represented by proxy, but not voted.
 
By a resolution unanimously passed, Davidson & Company LLP, Chartered Professional Accountants, were appointed as the auditors for the Company for the fiscal year ending December 31, 2023 and, in accordance with the Articles of the Company, the directors were authorized to fix the auditors remuneration.
 
By a resolution, the shareholders unanimously ratified and approved the continuation of the Company’s Omnibus Equity Incentive Compensation Plan.
 
The detailed “Report of Voting Results” on all resolutions for the Company’s Meeting is available on the Company’s website, in the Company’s Current Report on Form 8-K as filed with the United States Securities and Exchange Commission available under the Company’s profile on EDGAR or upon request by contacting the Company’s Corporate Secretary at (604) 685-1017.
 
A copy of the news release is attached as Exhibit 99.1 hereto.
 
SECTION 8 –   OTHER EVENTS
 
Item 8.01         Other Events
 
On September 15, 2023, the Company’s Board of Directors convened a meeting immediately following the Meeting and reappointed the following officers:
 
 
Roland
Perkins President and Chief Executive Officer;
     
 
Anton J. Drescher
Corporate Secretary and Chief Financial Officer.
 
- 3 -
 
 
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
 
Item 9.01
Financial Statements and Exhibits
 
(d)
Exhibits
 
Exhibit
  
Description
     
99.1
  
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
- 4 -
 
 
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.
 
OCULUS VISIONTECH INC.
DATE: September 15, 2023
By:
/s/ Anton J. Drescher
Anton J. Drescher
Corporate Secretary and CFO
 
 
 
- 5 -

Exhibit 99.1

 

 

#507, 837 West Hastings Street
Vancouver, British Columbia
Canada V6C 3N6
www.ovtz.com

 

N E W S R E L E A S E

 

Oculus VisionTech Reports 2023 Annual Meeting of Stockholders Results

 

Vancouver, British Columbia - (September 15, 2023) - Oculus VisionTech Inc. (TSXV: OVT; OTCQB: OVTZ; FSE: USF1) is pleased to announce the results of its 2023 Annual Meeting of Stockholders (“Meeting”). The Meeting was held on September 15, 2023 in Vancouver, British Columbia. All resolutions put forward at the meeting were approved by shareholders. A total of 48,594,284 common shares (53.15% of the 91,422,569 issued and outstanding shares of the Company entitled to vote as of the July 19, 2023 record date for the Meeting) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the Meeting. The agenda items submitted at the Meeting were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the Meeting with respect to that agenda item.

 

Agenda Item 1

 

The detailed results of voting by ballot in respect of the election of directors were as follows:

 

Nominee

Votes For

Votes Withheld

Anton J. Drescher

40,670,498 

 (97.33%)

1,115,866 

 (2.67%)

Fabrice Helliker

40,641,952 

 (97.26%)

1,144,412 

 (2.74%)

Maurice Loverso

40,664,896 

 (97.32%)

1,121,468  

 (2.68%)

Rowland Perkins

40,658,318 

 (97.30%)

1,128,046 

 (2.70%)

Tom Perovic

40,672,470 

 (97.33%)

1,113,89 

 (2.67%)

Ron Wages

40,663,659 

 (97.31%)

1,122,705 

 (2.69%)

 

There were 6,807,920 broker non-votes with respect to the election of directors. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had not other effect on the election of directors.

 

 

Agenda Item 2

 

To ratify the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the Company’s independent public accounting firm for the fiscal year ending December 31, 2023. The votes cast for or against this agenda item, and the numbers of abstentions, were as follows:

 

For

  

Against

  

Abstain

  

47,492,331         

 (97.73%)

342,719         

 (0.71%)

759,234         

 (1.56%)

 

There were no broker non-votes with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item.

 

 
 

 

Oculus VisionTech Inc.

News Release – Continued

 - 2 - September 15, 2023

 

Agenda Item 3

 

To approve the continuation of the Company’s Omnibus Equity Incentive Compensation Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

 

For

  

Against

  

Abstain

  

40,618,952 

  (97.21%)

1,025,307         

 (2.45%)

142,105         

 (0.34%)

 

There were 6,807,920 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.

 

The detailed “Report of Voting Results” on all resolutions for the Company’s Meeting is available under the Company’s profile on SEDAR, on the Company’s website, in the Company’s Current Report on Form 8-K as filed with the United States Securities and Exchange Commission available under the Company’s profile on EDGAR or upon request by contacting the Company’s Corporate Secretary at (604) 685-1017.

 

About Oculus VisionTech

 

Oculus VisionTech Inc. (OVT), www.ovtz.com, is a cloud-native development-stage technology company focused on data compliance and digital privacy solutions for business customers worldwide. With offices in San Diego, California and Vancouver, British Columbia, the Company is currently expanding its’ new ComplyTrust® www.complytrust.com, product suite which includes the ComplyScan® cloud data protection and compliance tool and Forget-Me-Yes® B2B data privacy Software-as-a-Service (SaaS) platform, optimizing CCPA, GDPR, LGPD and other regulatory compliance legislation for Salesforce organizations worldwide that provide businesses with secure data privacy tools enabling sustained and continuous global regulatory compliance of data subject rights. OVTZ’s legacy Cloud-DPS digital content protection solution implements invisible forensic watermarking technology that seamlessly embeds imperceptible tracking components into documents and video-frame content that enables tamper-proof legal auditability for intellectual property protection.

 

Learn more about Oculus at www.ovtz.com or follow us on Twitter (https://twitter.com/OculusVT) or Facebook (https://www.facebook.com/OculusVisionTech/)

 

About ComplyTrust®

 

ComplyTrust Inc. https://complytrust.com/, a 100% wholly-owned subsidiary of Oculus VisionTech, is specifically focused on providing enterprise organizations and individuals with secure data privacy tools that provide sustained and continuous global regulatory compliance of data subject rights. Headquartered in San Diego, California, ComplyTrust was founded by industry veteran storage technology experts and is operated by an experienced management team.

 

Learn more about ComplyTrust at https://complytrust.com/.

 

 
 

 

Oculus VisionTech Inc.

News Release – Continued

 - 3 - September 15, 2023

 

For further information, contact:

 

Anton Drescher
Telephone: (604) 685-1017
Fax: (604) 685-5777

 

Website: http://ovtz.com/

TSXV: https://money.tmx.com/en/quote/OVT/company#profile-section-company-spoke

US OTC Markets (OTCQB): https://www.otcmarkets.com/stock/OVTZ/security

Berlin Borse: https://www.boerse-berlin.com/index.php/Shares?isin=US67575Y1091

Frankfurt Borse: https://www.boerse-frankfurt.de/equity/oculus-visiontech

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

This news release contains forward-looking statements and information within the meaning of applicable securities laws (collectively, “forward-looking statements”), including the United States Private Securities Litigation Reform Act of 1995. All statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among others, statements as to the intended uses of the proceeds received from the Offering. Often, but not always, forward-looking statements can be identified by words such as “pro forma”, “plans”, “expects”, “may”, “should”, “budget”, “schedules”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “potential” or variations of such words including negative variations thereof and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Actual results could differ from those projected in any forward-looking statements due to numerous factors including risks and uncertainties relating to, among others, the change of business focus of the management of Oculus, the inability of Oculus to pursue its current business objectives, the ability of the Company to obtain any required governmental, regulatory or stock exchange approvals, permits, consents or authorizations required, including TSXV final acceptance of the Offering and any planned future activities, and obtain the financing required to carry out its planned future activities. Other factors such as general economic, market or business conditions or changes in laws, regulations and policies affecting the Company’s industry, may also adversely affect the future results or performance of the Company. These forward-looking statements are made as of the date of this news release and Oculus assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in these forward-looking statements. Although Oculus believes that the beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance those beliefs, plans, expectations, or intentions will prove to be accurate.

 

Investors should consider all of the information set forth herein and should also refer to the risk factors disclosed in Oculus’ periodic reports filed from time-to-time with the United States Securities Exchange Commission and Canadian securities regulators. These reports and Oculus’ public filings are available at www.sec.gov in the United States and www.sedarplus.ca in Canada.