Current Report


 

 


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): September 29, 2014

 

ASPEN GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

  

000-55107

  

27-1933597

(State or Other Jurisdiction

  

(Commission

  

(I.R.S. Employer

of Incorporation)

  

File Number)

  

Identification No.)

 

720 South Colorado Boulevard, Suite 1150N, Denver, CO 80246

(Address of Principal Executive Office) (Zip Code)


(303) 333-4224

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 




  

  

 







Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On September 30, 2014, Aspen Group, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation increasing its authorized shares of common stock from 120,000,000 shares to 250,000,000 shares.


Item 5.07 Submission of Matters to a Vote of Security Holders.


On September 29, 2014, the Company held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s shareholders voted on the proposals and cast their votes as described below.  


 

Proposal 1

  

 

The Company’s shareholders elected nine individuals to the Company’s Board of Directors (“Board”) for the succeeding year or until their successors are duly qualified and elected as set forth below:

 

 

Name

 

Votes For

 

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

 

 

  

Michael Mathews

 

43,341,225

 

 

95,000

 

8,337,982

  

  

Michael D’Anton

 

43,340,225

 

 

96,000

 

8,337,982

  

  

C. James Jensen

 

43,341,225

 

 

95,000

 

8,337,982

  

  

Andrew Kaplan

 

43,340,225

 

 

96,000

 

8,337,982

  

 

David Pasi

 

43,340,225

 

 

96,000

 

8,337,982

 

  

Sanford Rich

 

43,341,225

 

 

95,000

 

8,337,982

  

  

John Scheibelhoffer

 

43,341,225

 

 

95,000

 

8,337,982

  

  

Paul Schneier

 

43,340,225

 

 

96,000

 

8,337,982

  

  

Rick Solomon

 

43,340,225

 

 

96,000

 

8,337,982

  


 

Proposal 2

 

  

The Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 120 million to 250 million shares as set forth below:

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

  

49,833,235

 

1,937,971

 

3,001

 

Not applicable

  

 

 

Proposal 3

 

  

The Company’s shareholders approved and ratified the 2012 Equity Incentive Plan as set forth below:

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

  

43,261,859

 

170,966

 

3,400

 

8,337,982

  

 

 

Proposal 4

 

 

The Company’s shareholders approved the Company’s named executive officer compensation as set forth below:

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

  

43,292,259

 

140,966

     

3,000

 

8,337,982

  





 

  

Proposal 5

 

  

The Company’s shareholders cast their votes with respect to an advisory vote on the frequency of the advisory vote on named executive compensation as set forth below:

 

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker Non-Votes

  

10,461,014

 

75,929

 

32,804,282

 

95,000

 

0


  

Proposal 6

 

  

The Company’s shareholders ratified the appointment of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for fiscal year 2015 as set forth below:

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

  

51,693,241

 

77,966

 

3,000

 

0

  


At the Annual Meeting there were 87,701,688 shares entitled to vote and 51,774,207 shares (59%) were represented in person or by proxy.  Immediately following the Annual Meeting, our Board was comprised of all of the nominees listed above.  All of the proposals were approved.  Based on the Board’s recommendation and the voting results with respect to the advisory vote on the frequency of the advisory vote on executive compensation, the Board resolved that the Company will hold an advisory vote on executive compensation every three years.











SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  

ASPEN GROUP, INC.

  

  

  

  

  

Date:  October 1, 2014

By:

/s/ Michael Mathews

  

  

  

Name: Michael Mathews

  

  

  

Title:   Chief Executive Officer