Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Article IV of HII Technologies, Inc.'s (the "Company") Certificate of
Incorporation, as amended, authorizes the Company to issue 10,000,000 shares of
preferred stock, $0.001 par value per share, issuable from time to time in or
more series ("Preferred Stock"). On June 11, 2014, the Company filed with the
Delaware Secretary of State a Certificate of Designation of Series A Convertible
Preferred Stock (the "Series A Certificate of Designation") which sets forth the
rights, preferences and privileges of the Series A Convertible Preferred Stock
(the "Series A Preferred"). Three thousand (3,000) shares of Series A Preferred
with a stated value of $1,000 per share were authorized under the Series A
Certificate of Designation
Pursuant to the terms of the Series A Certificate of Designation, each share of
Series A Preferred: (i) is entitled to receive cumulative cash dividends at an
annual rate of 10% out of any funds and assets of the Company legally available
therefor, prior and in preference to any declaration or payment of any dividend
payable on the Common Stock, payable quarterly; (ii) is convertible into a
number of shares of Common Stock equal to the quotient of $1,000 divided by the
conversion price then in effect, which is initially $0.70; (iii) votes generally
with the Common Stock on an as-converted basis on all matters, other than those
matters on which the Series A Preferred is entitled to vote as a separate class
by law or as set forth in the Series A Certificate of Designation; (iv) is
senior to the Common Stock upon a liquidation of the Company; (v) is
automatically converted into Common Stock at the then applicable conversion
price: (A) (1) if the underlying conversion shares are registered or such
conversion shares are eligible for resale under Rule 144 under the Securities
Act of 1933 and (2) Company's stock price is at least $1.60 for 40 trading days
during a 60 trading day period with average daily volume of at least 50,000
shares during those 40 trading days; (B) upon the written consent of the holders
of 50% of the Series A Preferred, or, (C) on June 30, 2017; and (vi) is entitled
to anti-dilution adjustments in the event of a dividend, stock split,
reclassification, reorganization, consolidation or merger.
The foregoing summary of the Series A Certificate of Designation is not complete
and is qualified in its entirety by reference to the Series A Certificate of
Designation, a copy of which was filed as Exhibit 3.1 to Current Report on Form
8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on June 16, 2014. Each
matter voted upon at the meeting and the results of the voting on each such
matter are presented in (b) below.
Proposal 1 - Election of Five Directors.
Director Votes For Votes Withheld Broker Non-Votes
Matthew C. Flemming 23,772,754 213,940 14,352,767
Kenton Chickering III 23,772,769 213,925 14,352,767
Leo B. Womack 23,799,569 187,125 14,352,767
Brent Mulliniks 23,772,769 213,925 14,352,767
Thomas Alex Newton 23,799,569 187,125 14,352,767
Messrs. Flemming, Chickering, Womack, Mulliniks and Newton were elected as
Proposal 2 - Ratification of the appointment of MaloneBailey LLP
, as the
independent registered public accounting firm for 2014.
Votes For Votes Against Abstentions Broker Non-Votes
38,292,627 44,784 2,050 0
The appointment of MaloneBailey LLP
Section 9 - Financial Statements and Exhibits
Financial Statements and Exhibits.
Certificate of Designation-Series A Preferred Stock