UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2017
Commission File Number: 001-36532
Sphere 3D Corp.
240 Matheson Blvd. East
Mississauga, Ontario, Canada, L4Z 1X1
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. x Form 20-F ¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
SUBMITTED HEREWITH
Exhibits
99.1 Report of Voting Results at Annual and Special Meeting of Shareholders on December 12, 2017.
SIGNATURE
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, thereunto duly authorized.
Sphere 3D Corp. | ||
By: | /s/ Kurt L. Kalbfleisch | |
Name: | Kurt L. Kalbfleisch | |
Title: | Chief Financial Officer | |
Date: December 13, 2017
EXHIBIT 99.1
December 13, 2017
To: British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission
RE: SPHERE 3D CORP. - ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS HELD ON DECEMBER 12, 2017 VOTING RESULTS
This report on the voting results of our Annual and Special Meeting of Shareholders held on December 12, 2017 is made in accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations. Each of the matters set out below is described in greater detail in the Notice of Meeting and Management Information Circular dated as of November 1, 2017.
1. Election of Directors
On a vote taken regarding the election of directors, it was declared that the shareholders elected the following nominees as directors of Sphere 3D Corp. for the ensuing year or until their successors are duly elected or appointed. Voting results are as follows:
Nominees | Votes For | % For | Votes Withheld | % Withheld |
Cheemin Bo-Linn | 2,810,097 | 98.93 | 30,522 | 1.07 |
Eric L. Kelly | 2,188,461 | 77.04 | 652,158 | 22.96 |
Vivekanand Mahadevan | 2,796,721 | 98.46 | 43,898 | 1.55 |
Duncan J. McEwan | 2,809,376 | 98.90 | 31,243 | 1.10 |
Peter Tassiopoulos | 2,180,012 | 76.74 | 660,607 | 23.26 |
2. Appointment of Auditors
On a vote taken regarding the appointment of auditors, it was declared that the shareholders approved the appointment of Moss Adams LLP as auditors of Sphere 3D Corp. for the ensuing year and that the directors were authorized to fix their remuneration. Voting results are as follows:
Votes For | % For | Votes Withheld | % Withheld |
4,407,444 | 98.68 | 59,069 | 1.32 |
3. Approval to Amend the Company’s 2015 Performance Incentive Plan
On a vote taken regarding the approval to amend the Company’s 2015 Performance Incentive Plan, it was declared that the shareholders approved to amend the 2015 Performance Incentive Plan. Voting results are as follows:
Votes For | % For | Votes Against | % Against |
2,158,298 | 75.98 | 682,321 | 24.02 |
4. Approval to Amend the Company’s Employee Stock Purchase Plan
On a vote taken regarding the approval to amend the Company’s Employee Stock Purchase Plan, it was declared that the shareholders approved to amend the Employee Stock Purchase Plan. Voting results are as follows:
Votes For | % For | Votes Against | % Against |
2,194,430 | 77.25 | 646,189 | 22.75 |
5. Approval to Amend the Company’s Articles to Create a New Class of “Blank Cheque” Preferred Shares
On a vote taken regarding the approval to amend the Company’s Articles to create a new class of “blank cheque” preferred shares, it was declared that the shareholders approved to amend the Articles. Voting results are as follows:
Votes For | % For | Votes Against | % Against |
2,192,321 | 75.62 | 706,744 | 24.38 |
No other matters were voted upon.
Yours very truly, | |||
SPHERE 3D CORP. | |||
/s/ Jenny Yeh | |||
Jenny Yeh | |||
General Counsel and Secretary of the Meeting | |||