Business Context and Reporting Period
This Form 8-K is a current report filed by MassRoots, Inc. (not Greenwave Technology Solutions, Inc.) on June 8, 2018, regarding its 2018 Annual Meeting of Stockholders held on the same date. The company is incorporated in Delaware and is classified as an emerging growth company.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and voting results.
Material Changes and Voting Results
A total of 143,620,501 shares were represented at the meeting, constituting a quorum. The following proposals were approved:
- Proposal 1 (Election of Directors): All four nominees (Isaac Dietrich, Charles R. Blum, Cecil Kyte, and Graham Farrar) were elected. Significant broker non-votes (68,085,240 shares) were recorded for all candidates.
- Proposal 3 (Equity Incentive Plan): Stockholders approved the 2018 Equity Incentive Plan, reserving 25,000,000 shares for issuance.
- Proposal 4 (Auditor Ratification): RBSM LLP was ratified as the independent public accountant for the fiscal year ending December 31, 2018.
- Proposal 5 (Say-on-Pay): The advisory vote on executive compensation was approved.
- Proposal 6 (Say-on-Pay Frequency): Stockholders approved a three-year frequency for future advisory votes on executive compensation.
Proposal 2 was not voted upon at this meeting; the meeting was adjourned regarding this specific proposal until June 15, 2018, to allow additional time for stockholder voting. Results for Proposal 2 will be reported in an amended filing.
Guidance, Outlook, and Risks
The filing contains no management guidance, financial outlook, or discussion of risks and contingencies. It notes that a press release regarding the meeting results and the adjournment of Proposal 2 was issued on June 13, 2018, and is included as Exhibit 99.1.
Investor Verification Checklist
- Verify the outcome of Proposal 2 in the amended 8-K filing expected after June 15, 2018.
- Review the Definitive Proxy Statement filed on May 11, 2018, for detailed background on the proposals and director nominees.
- Confirm the impact of the 2018 Equity Incentive Plan (25 million shares reserved) on potential future dilution.
- Note the high volume of broker non-votes (approx. 68 million shares) on director elections, indicating a significant portion of shares held by brokers did not vote on these matters.