Oculus Inc 8-K, filed Nov 24, 2020
Oculus Inc. (OVTZ)
About this 8-K
Oculus Inc filed this 8-K on November 24, 2020, reporting on events of November 23, 2020.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
November 23, 2020
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 |
||
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
507 – 837 West Hastings Street |
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|||
|
(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
Trading Symbol (s) |
Name of each exchange on which registered |
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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 General Meeting
An Annual General Meeting of Shareholders (the “AGM”) of the Company was held on November 23, 2020 to approve the agenda items described below.
Proxies for the AGM 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 59,838,149 shares (69.16% of the 86,522,569 issued and outstanding shares of the Company’s common stock entitled to vote as of September 22, 2020, the record date for the AGM) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the AGM. The agenda items submitted at the AGM were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the AGM with respect to that agenda item.
Agenda Item 1. To elect six directors:
|
Nominee |
For |
Withheld |
||
|
Anton J. Drescher |
47,585,061 |
98.91% |
521,966 |
1.09% |
|
Fabrice Helliker |
47,585,141 |
98.92% |
521,886 |
1.08% |
|
Maurice Loverso |
47,596,170 |
98.94% |
510,857 |
1.06% |
|
Rowland Perkins |
47,596,574 |
98.94% |
510,453 |
1.06% |
|
Tom Perovic |
48,052,786 |
99.89% |
54,241 |
0.11% |
|
Ron Wages |
47,585,286 |
98.94% |
511,741 |
1.06% |
There were 11,731,122 broker non-votes with respect to this agenda item. 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 KWCO, PC, Chartered Professional Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
|
For |
Against |
Abstain |
|||
|
59,444,132 |
99.34% |
286,467 |
0.48% |
107,550 |
0.18% |
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 adoption of the Company’s 2020 Incentive Stock Option Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
|
For |
Against |
Abstain |
|||
|
47,454,890 |
98.64% |
602,498 |
1.25% |
49,639 |
0.10% |
There were 11,731,122 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.
Agenda Item 4. To approve an amendment to the Company’s Articles of Incorporation to change the Company’s name to “Oculus Inc.”. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
|
For |
Against |
Abstain |
|||
|
57,461,685 |
96.03% |
2,258,707 |
3.77% |
117,756 |
0.20% |
There was 1 broker non-vote 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.
Agenda Item 5. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
|
For |
Against |
Abstain |
|||
|
47,404,927 |
98.54% |
632,642 |
1.32% |
69,459 |
0.14% |
There were 11,731,121 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.
Agenda Item 6. To approve, on a non-binding advisory basis, the frequency of executive compensation votes. The votes cast for each of 1 year, 2 years, 3 years, and the number of abstentions, were as follows:
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1 year |
2 years |
3 years |
Abstain |
||||
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2,554,648 |
5.31% |
42,796,664 |
88.96% |
2,667,140 |
5.54% |
88,574 |
0.18% |
There were 11,731,123 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.
Determination on Frequency of Shareholder Vote on the Compensation of Executives
The Company’s Board of Directors has determined to include a shareholder vote on the compensation of executives every two years in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives.
SECTION 7 – REGULATION FD
Item 7.01 Regulation FD Disclosure
On November 24, 2020, the Company issued a news release to announce the results of the 2020 Annual General Meeting (“AGM”). The AGM was held on November 23, 2020 in Vancouver, British Columbia. All resolutions put forward at the meeting were approved by shareholders. A total of 59,838,149 common shares, representing 69.19% of the votes attached to all outstanding shares as at the record date of the meeting, were represented at the AGM. 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 |
47,585,061 |
(98.91%) |
521,966 |
(1.09%) |
|
Election of Fabrice Helliker |
47,585,141 |
(98.92%) |
521,886 |
(1.08%) |
|
Election of Maurice Loverso |
47,596,170 |
(98.94%) |
510,857 |
(1.06%) |
|
Election of Rowland Perkins |
47,596,574 |
(98.94%) |
510,453 |
(1.06%) |
|
Election of Tom Perovic |
48,052,786 |
(99.89%) |
54,241 |
(0.11%) |
|
Election of Ron Wages |
47,585,286 |
(98.94%) |
511,741 |
(1.06%) |
|
Appointment of KWCO, PC as Auditor |
59,444,132 |
(68.70%) |
394,017 |
(0.46%) |
|
Stock Option Plan |
47,454,890 |
(54.85%) |
652,137 |
(0.75%) |
| Votes For (#) |
Votes For (%) |
Votes Against or Withheld/Abstain |
Votes Against or Withheld/Abstain |
|
|
Amendment to Company’s Articles of Incorporation to change the Company’s name to “Oculus Inc.” |
57,461,685 |
(66.41%) |
2,376,463 |
(2.75%) |
|
Compensation of Named Executive Officers |
47,404,927 |
(54.79%) |
702,101 |
(0.81%) |
|
Frequency of Executive Compensation Votes |
1 Year (%) |
2 Years (%) |
3 Years (%) |
Withheld/Abstain (%) |
|
2,554,648 (5.31%) |
42,796,664 (88.96%_) |
2,667,140 (5.54%) |
88,574 (0.18%) |
Note: Routine US broker-vote shares voted without beneficial owner instructions are only eligible to vote for the appointment of auditors. Accordingly, 11,731,121 common shares were represented by proxy, but not voted.
By a resolution unanimously passed, KWCO, PC, Chartered Professional Accountants, were appointed as the auditors for the Company for the fiscal year ending December 31, 2020 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 adoption of the Company’s 2020 Stock Option Plan.
By a resolution, the shareholders unanimously approved the amendment to the Company’s Articles of Incorporation to change the Company name to “Oculus Inc.” or such other name as the Board of Directors of the Company may approve.
The shareholders also unanimously approved, on an advisory basis, the Company’s approach to compensation of its names executive officers. The majority of shareholders voted to approved, on an advisory basis, conducting an advisory vote on executive compensation every 2 years.
The detailed “Report of Voting Results” on all resolutions for the Company’s AGM 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 November 23, 2020, the Company’s Board of Directors convened a meeting immediately following the AGM and reappointed the following officers:
Roland Perkins President and Interim Chief Executive Officer;
Anton J. Drescher Corporate Secretary and Chief Financial Officer.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit |
Description |
|
|
99.1 |
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: November 24, 2020 |
By:/s/Anton J. Drescher |
Exhibit 99.1
#507 – 837 West Hastings Street
Vancouver, BC V6C 3N6 / 604-685-1017
N E W S R E L E A S E
Oculus VisionTech Reports 2020 Annual General Meeting Results
Vancouver, British Columbia-November 24, 2020 - Oculus VisionTech Inc. (TSXV: OVT; OTCQB: OVTZ; FSE: USF1) is pleased to announce the results of the 2020 Annual General Meeting (“AGM”). The AGM was held on November 23, 2020 in Vancouver, British Columbia. All resolutions put forward at the meeting were approved by shareholders. A total of 59,838,149 common shares, representing 69.19% of the votes attached to all outstanding shares as at the record date of the meeting, were represented at the AGM. 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 |
47,585,061 |
(98.91%) |
521,966 |
(1.09%) |
|
Election of Fabrice Helliker |
47,585,141 |
(98.92%) |
521,886 |
(1.08%) |
|
Election of Maurice Loverso |
47,596,170 |
(98.94%) |
510,857 |
(1.06%) |
|
Election of Rowland Perkins |
47,596,574 |
(98.94%) |
510,453 |
(1.06%) |
|
Election of Tom Perovic |
48,052,786 |
(99.89%) |
54,241 |
(0.11%) |
|
Election of Ron Wages |
47,585,286 |
(98.94%) |
511,741 |
(1.06%) |
|
Appointment of KWCO, PC as Auditor |
59,444,132 |
(68.70%) |
394,017 |
(0.46%) |
|
Stock Option Plan |
47,454,890 |
(54.85%) |
652,137 |
(0.75%) |
2
| Votes For (#) |
Votes For (%) |
Votes Against or Withheld/Abstain (#) |
Votes Against or Withheld/Abstain |
|
|
Amendment to Company’s Articles of Incorporation to change the Company’s name to “Oculus Inc.” |
57,461,685 |
(66.41%) |
2,376,463 |
(2.75%) |
|
Compensation of Named Executive Officers |
47,404,927 |
(54.79%) |
702,101 |
(0.81%) |
|
Frequency of Executive Compensation Votes |
1 Year (%) |
2 Years (%) |
3 Years (%) |
Withheld/Abstain (%) |
|
2,554,648 (5.31%) |
42,796,664 (88.96%_) |
2,667,140 (5.54%) |
88,574 (0.18%) |
Note: Routine US broker-vote shares voted without beneficial owner instructions are only eligible to vote for the appointment of auditors. Accordingly, 11,731,121 common shares were represented by proxy, but not voted.
By a resolution unanimously passed, KWCO, PC, Chartered Professional Accountants, were appointed as the auditors for the Company for the fiscal year ending December 31, 2020 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 adoption of the Company’s 2020 Stock Option Plan.
By a resolution, the shareholders unanimously approved the amendment to the Company’s Articles of Incorporation to change the Company name to “Oculus Inc.” or such other name as the Board of Directors of the Company may approve.
The shareholders also unanimously approved, on an advisory basis, the Company’s approach to compensation of its names executive officers. The majority of shareholders voted to approved, on an advisory basis, conducting an advisory vote on executive compensation every 2 years.
The detailed “Report of Voting Results” on all resolutions for the Company’s AGM 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
3
About Oculus
Oculus, http://ovtz.com/, is a cyber security company that creates systems for document and multimedia protection to combat tampering and digital piracy. Utilizing proprietary technology originally created for embedding digital watermarking video-on-demand (VOD) systems, Oculus has created a Cloud-based document protection system based on embedded digital watermarking. The Company's systems, services and delivery solutions include document, still image and motion video digital watermark solutions and documents, photographs (still image) and video content protection. Headquartered in Vancouver, British Columbia, Canada, Oculus was founded by experts in image processing and is operated by an experienced management team.
Learn more about Oculus at http://ovtz.com/ or follow us on Twitter (https://twitter.com/OculusVT) or Facebook (https://www.facebook.com/OculusVisiontech)
About OCL
OCL Technologies https://www.ocltechnologies.com/, a wholly owned subsidiary of Oculus, is specifically focused on providing enterprise organizations and individuals with highly-secure data privacy tools that provide sustained and continuous global regulatory compliance of data subject rights. Headquartered in San Diego, California, OCL Technologies was founded by industry veteran storage technology experts and is operated by an experienced management team.
Learn more about OCL Technologies at https://www.ocltechnologies.com/.
For further information, contact:
Anton Drescher
Telephone: (604) 685-1017
Fax: (604) 685-5777
Website: http://ovtz.com/
TSXV : https://tmxmatrix.com/company/OVT
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
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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.sedar.com in Canada.