Item 5.02 Departure of Directors or Certain Officers.
(a) On October 30, 2020, Mr. Shmuel De-Saban resigned from the Board of
Directors of OWC Pharmaceutical Research Corp. (the "Company").
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On October 28, 2020, the Company held the continuation of a special meeting
of stockholders that was initially scheduled for August 31, 2020 and was
sequentially adjourned to September 14, 2020, September 21, 2020 and October 28,
2020 (the "Meeting") for stockholders to vote on the following proposals: (i) to
authorize the Company's Board of Directors to effect one reverse stock split of
the Company's outstanding Common Stock, $0.00001 par value per share, at any
ratio between 1-for-10 and 1-for-20 at such time as the Company's Board of
Directors shall determine, in its sole discretion, before seven (7) days after
the closing of the Meeting ("Proposal No. 1"); (ii) to amend the Company's
Certificate of Incorporation, as amended to increase the number of the Company's
authorized shares of Common Stock from 500,000,000 shares to 2,500,000,000
shares ("Proposal No. 2"); and (iii) to approve one or more adjournments to the
Meeting, if necessary or appropriate, to permit further solicitation of proxies
if there are not sufficient votes at the time of the Meeting cast in favor of
Proposals No. 1 and/or No. 2 ("Proposal No. 3").
As of August 4, 2020, (the "Record Date") for the Meeting, there were
497,498,338 shares of the Company's Common Stock issued and outstanding and
entitled to vote with one vote per share on each proposal, 381 shares of the
Company's Series A Preferred Stock, which entitled the holders thereof to an
aggregate of 24,825,167 votes and 43,675 shares of the Company's Series B
Preferred Stock issued and outstanding and were entitled to an aggregate of
43,675,000 votes.
(b)(1) A majority of the votes present or represented at the Meeting by the
holders of shares entitled to vote on the following matter were voted in
connection with the authorization of the Company's Board of Directors to effect
one reverse stock split of our outstanding Common Stock, $0.00001 par value per
share, at any ratio between 1-for-10 and 1-for-20 at such time as our Board of
Directors shall determine, in its sole discretion, before seven (7) days after
the closing of the Meeting.
The vote results for Proposal 1 were as follows:
Votes For Votes Against Abstentions
125,510,879 163,913,557 7,280,319
(2) A majority of the votes present or represented at the Meeting by the holders
of shares entitled to vote on the following matter were voted in connection the
approval of an amendment to the Company's Certificate of Incorporation, as
amended to increase the number of the Company's authorized shares of Common
Stock from 500,000,000 shares to 2,500,000,000 shares.
The vote results for Proposal 2 were as follows:
Votes For Votes Against Abstentions
166,653,876 55,354,406 6,196,306
(3) A majority of the votes present or represented at the Meeting by the holders
of shares entitled to vote on the following matter were voted in connection the
approval of one or more adjournments to the Meeting, if necessary or
appropriate, to permit further solicitation of proxies if there are not
sufficient votes at the time of the Meeting cast in favor of Proposals No. 1
and/or No. 2;
The vote results for Proposal 3, the only proposal that had an effect at the
Meeting were as follows:
Votes For Votes Against Abstentions
181,716,427 94,358,477 20,565,972
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