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FIRST PHYSICIANS CAPITAL GROUP, INC. FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 15, 2014, the Board of Directors (the "Board") of First Physicians Capital Group, Inc. (the "Company") approved an amendment and restatement of the Company's bylaws to provide that all shares of capital stock issued after October 15, 2014 will be uncertificated, except as otherwise provided for in a resolution approved by the Board. The foregoing summary of the Company's Third Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto. Item 5.07. Submission of Matters for a Vote of Security Holders On October 15, 2014, the Company held its annual meeting of stockholders (the "Meeting"). On all matters at the Meeting, the holders of the Company's common stock (the "Common Stock"), together with holders of the Company's Series 1-A Convertible Preferred Stock, Series 2-A Convertible Preferred Stock, Series 5-A Convertible Preferred Stock and Series 6-A Convertible Preferred Stock (collectively, the "Preferred Stock") voted as a single class. The votes of holders of outstanding Common Stock plus the votes of Preferred Stock equaled 64,882,753 votes (the "Eligible Votes"). In addition, the holders of Common Stock voted separately on Proposal No. 1 regarding an amendment to the Company's Certificate of Incorporation to effect the Reverse Stock Split (as defined below). The results of voting on the proposals submitted to a vote of the Company's stockholders at the Meeting were as follows: Proposal No. 1 Amendment of Certificate of Incorporation to Effect a Reverse Stock Split. The stockholders approved an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Company's Common Stock at a ratio of 1-for-2,000 shares (the "Reverse Stock Split"). The results of the vote were as follows: Broker For Against Abstain Non-Votes Common Stock 10,839,680 457,432 1,986 1,039,258 Eligible Votes 42,673,239 1,775,832 1,986 1,039,258 Proposal No. 2 Election of Directors. All of the nominees for director were elected to serve for a one-year term and to serve until the next annual meeting in which their successors are elected, or, if earlier, until their retirement, resignation or removal. The results of the election were as follows: Broker Name of Director For Withheld Non-Votes William A. Houlihan 42,155,886 2,295,171 1,039,258 Sean Kirrane 42,860,285 1,590,772 1,039,258 Brian Potiker 42,860,285 1,590,772 1,039,258 Robert N. Schwartz, Ph.D. 42,903,929 1,547,128 1,039,258 Richardson E. Sells 42,860,286 1,590,771 1,039,258 Proposal No. 3 Advisory Vote on Frequency of Executive Compensation Vote. The stockholders recommended, on a non-binding, advisory basis, that the Company hold future non-binding, advisory votes on executive compensation every three years. The results of the advisory vote were as follows: Broker Every Year Every Other Year Every Three Years Abstain Non-Votes 6,689,838 14,458 37,289,057 457,704 1,039,258 The Board has considered these results and determined that if the Company were to continue to have a class of securities registered under the Securities Exchange Act of 1934, as amended, it would hold a non-binding, advisory vote on the frequency of advisory votes on executive compensation every three years until the next required -------------------------------------------------------------------------------- advisory vote on executive compensation. However, because Proposal No. 1 was approved and the Company intends to deregister the Common Stock following the effectiveness of the Reverse Stock Split, the Company does not presently intend to hold advisory stockholder votes on executive compensation in the future. Proposal No. 4 Advisory Vote on Executive Compensation. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the non-binding, advisory vote were as follows: Broker Votes For Votes Against Abstain Non-Votes 41,996,054 1,172,876 1,282,127 1,039,258 Proposal No. 5 Ratification of Independent Public Accounting Firm. The stockholders ratified the appointment of Whitley Penn LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2014. The vote on the ratification was as follows: For Against Abstain 43,594,311 1,460,109 435,895 Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Third Amended and Restated Bylaws, effective October 15, 2014 -------------------------------------------------------------------------------- |