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
| December 17, 2018 | 333-132456 |
| Date of Report (Date of earliest event reported) | Commission File Number |
SECURITY DEVICES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 71-1050654 |
| (State or other jurisdiction of incorporation or | (I.R.S. Employer Identification Number) |
| organization) |
107 Audubon Road, Bldg 2, Suite 201
Wakefield,
Massachusetts 01880
(Address of Principal Executive Offices) (Zip
Code)
(978) 868-5011
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Emerging Growth Company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.07 Submissions of Matters to a Vote of Security Holders
On December 11, 2018 Security Devices International Inc. (the “Company”) held an annual and special meeting (the “Meeting”) of the Company’s shareholders. At the Meeting, the shareholders of the Company (1) elected all five (5) of the Company’s director nominees; (2) ratified the appointment of UHY McGovern Hurley LLP as the Company’s independent registered public accounting firm for the fiscal year ended November 30, 2018; (3) approved the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to 300,000,000.
The following is a tabulation of the votes for each individual director nominee:
| Director | For | Withheld | Abstain | Broker Non- Vote |
| Dean Thrasher | 30,193,298 | 405,100 | 11,457,040 | |
| Bryan Ganz | 30,193,398 | 405,000 | 11,457,040 | |
| Paul Jensen | 30,253,398 | 345,000 | 11,457,040 | |
| Karen Bowling | 30,253,298 | 345,100 | 11,457,040 | |
| Don Levantin | 30,253,298 | 345,100 | 11,457,040 |
The following is a tabulation of the votes for (1) the ratification of the appointment of UHY McGovern Hurley LLP (“MH”) as the Company’s independent registered public accounting firm; (2) the approval of the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to 300,000,000:
| Item Approved | For | Withheld/Against | Abstain | Broker Non-Vote |
| Ratification of MH | 41,943,674 | 111,763 | 1 | |
| Amendment to Certificate of Incorporation | 41,095,206 | 960,231 | 1 |
Item 9.01 Financial Statements and Exhibits
| (a) |
Financial Statements of Business Acquired. |
Not applicable.
| (b) |
Pro Forma Financial Information. |
Not applicable.
| (c) |
Shell Company Transaction. |
Not applicable.
| (d) |
Exhibits. |
Not applicable.
2
SIGNATURES
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 hereunto duly authorized.
SECURITY DEVICES INTERNATIONAL INC.
| December 17, 2018 | /S/Paul Jensen | |
| Name: | Paul Jensen | |
| Title: | CEO |
3