UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 15, 2014
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3 Columbus Circle, 16th Floor New York, NY
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: xxx
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(Former name or former address, if changed since last report.)
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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 (see General Instruction A.2. below):
¨ 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))
EXPLANATORY NOTE
SG Blocks, Inc. (the “Company”) is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on July 18, 2014 (“Original Filing”). The Original Filing reported the voting results of the Company’s 2014 Annual Meeting of Shareholders held on July 15, 2014 (the “Annual Meeting”). The sole purpose of this Form 8-K/A is to disclose the Company’s decision as to how frequently it will conduct future shareholder advisory votes on the compensation of the Company’s named executive officers (“Say-on-Pay”). No other changes have been made to the Original Filing.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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(d) At the Annual Meeting, consistent with the recommendation of the Company’s Board of Directors, the Company’s shareholders cast the highest number of votes in favor of holding future Say-on-Pay votes every three years. In light of this result and other factors it considered, the Board has determined that the Company will hold future Say-on-Pay votes every three years until the next advisory vote on the frequency of Say-on-Pay votes occurs. The next advisory vote regarding the frequency of Say-on-Pay votes is required to occur no later than the Company’s 2020 Annual Meeting of Shareholders.
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 hereunto duly authorized.
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Date: November 12, 2014
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SG BLOCKS, INC.
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By:
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Name:
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Brian Wasserman
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Title:
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Chief Financial Officer
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