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
Date of Report: May 27, 2021
Earliest Event Date requiring this Report: May 25, 2021
CAPSTONE COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
431 Fairway Drive, Suite 200
Deerfield Beach, Florida 33441
(Address of principal executive offices)
(954) 570-8889, Est. 313
(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 (see General Instruction A.2. below):
☐ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
☐ Solicitation 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))
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May 25, 2021, and pursuant to a written consent solicitation to less than 10 holders of record of Common Stock, $0.0001, ("Common
Stock") of Capstone Companies, Inc., a Florida corporation, ("Company"), the Company received sufficient written consents from holders of the Common Stock to elect to office the director nominees listed in Item 5.07 below. All of the above nominees
are incumbent directors of the Company. They were elected to a term of one year commencing when they assume office and ending in 2022 when their successors are elected and assume office. The Company will be filing an Information Statement with the
Commission to disclose information required under Regulation 14A of the Securities Exchange Act of 1934, as amended, and Schedule 14C thereunder.
Item 5.07 – Submission of Matters to a Vote of Security Holders.
As disclosed in Item 5.02 above, the following nominees for election to the Company's Board of Directors were elected by written
consents from fewer than 10 holders of shares of the Common Stock with sufficient voting power to elect directors.
Pursuant to the same written consent solicitation described in Item 5.02 above, the holders of Common Stock with sufficient voting
power approved by written consent the following matters:
Ratification of Public Auditors. The ratification of D. Brooks & Associates, CPAs, as the auditors of the Company for fiscal
year 2021 was approved. The written consent vote, as of May 25, 2021, was:
Say on Pay Vote. Written consents cast for approval of compensation of named executives of Company, being the Chief Executive Officer
and Chief Financial Officer, in a non-binding advisory vote were:
Item 7.01 Regulation FD Disclosure
As a matter of Company policy, the Company does not selectively respond to a public or shareholder inquiry or comment about public
market trading activity in shares of the Company’s Common Stock.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CAPSTONE COMPANIES, INC., a Florida corporation
By: /s/ James G. McClinton
James G. McClinton, Chief Financial Officer
Dated: May 27, 2021
