Item
5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On
June 7, 2019 Paul W. Chute is appointed to the position of Chief Executive Officer and Chief Financial Officer, effective immediately.
Mr. Chute has also been elected to the Board of Directors of the Company, also effective immediately.
Mr.
Chute’s recent experience has been leading the challenge of a complete rebuilding of REGI U.S., Inc. and managing the development
of its patented RadMax Technology as the Company’s CEO, for which he attracted and retained a team of capable and dedicated
engineers, consultants, advisors and technical staff.
Mr.
Chute has extensive experience in making development stage companies successful, having served as CFO, CEO and Director of both
private and public companies. Mr. Chute’s strong belief in the potential of the RadMax technology has led him to come out
of retirement to move REGI U.S., Inc. forward and focus on refining, testing and marketing the RadMax Technology.
Mr.
Chute was appointed a director and the Chief Executive Officer of the Company on July 17, 2016. Mr. Chute also served as the President
and CEO and a director of Reg Technologies Inc., Minewest Silver and Gold, Inc., and the Rand Energy Group.
Mr.
Chute, temporarily stepped down from his role as CEO on April 30
th
, 2018, until March 27
th
, 2019, when he
was again appointed CEO. Mr. Chute also picked up the role of CFO on September 30
th
, 2018, while continuing as Board
Chairman.
Mr.
Chute has his Bachelor of Science degree in accounting and his MBA degree. Mr. Chute also held advanced certifications as a Diplomat
in the American College of Healthcare Executives and a Fellow of the Healthcare Financial Management Association.
On
June 7, 2019 Paul L. Porter is appointed to the position of President and Chief Technology Officer, effective immediately. Mr.
Porter has also been elected to the Board of Directors of the Company, also effective immediately.
Mr.
Porter was appointed a director in August, 2013. Mr. Porter had served as our Chief Engineer prior to his appointment. Mr. Porter
has extensive experience as an expert mechanical engineer in the manufacturing and designing of seals. Mr. Porter was the founder
and President of JetSeal, Inc., a manufacturing engineering tool and producing design firm. JetSeal, Inc. was sold to Heico Corp.
(HEI) an aerospace company in the late 1990’s when JetSeal, Inc. was under Mr. Porter’s ownership. Prior to this,
he was a manufacturing manager for Parker Seal Group, a Fortune 500 Company.
Mr.
Porter has an MBA from McNeese University and BS in Mechanical Engineering from Brigham Young University.
On
June 7, 2019 Lynn L. Petersen is appointed to the position of Vice President for Business Development, effective immediately.
Mr. Petersen has also been elected to the Board of Directors of the Company, also effective immediately.
An
accomplished marketer and new product strategist, Lynn has over 30 years of leadership experience in technical sales, marketing,
customer service, and business development management. He has worked with clients in the mining, industrial chemical, electronics,
aerospace, and capital equipment industries. Lynn has a Master’s of Science in Economics & Agricultural Engineering
and a BS in Mechanized Agriculture from South Dakota State University.
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.
Item
5.07.
Submission of Matters to a Vote of Security Holders
On
June 7, 2019, REGI U.S., Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).
As of the close of business on April 23, 2019, the record date for the Annual Meeting, 108,687,307 shares of common stock of the
Company were issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders voted
on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A
filed with the U.S. Securities and Exchange Commission on April 24, 2019. Stockholders approved each of the proposals presented
for a vote. The tables below set forth the number of votes cast for and against, and the number of abstentions or non-votes, for
each matter voted upon by the Company’s stockholders.
|
|
1.
|
To
elect Paul W. Chute, Paul L. Porter and Lynn L. Petersen as Directors to serve our company for the ensuing year or until their
successors are elected and qualified;
|
|
|
|
Votes Cast For
|
|
|
Votes Cast Against
|
|
|
|
|
Broker
|
|
|
|
|
Number
|
|
|
% of Votes
|
|
|
Number
|
|
|
% of Votes
|
|
|
Abstain
|
|
Non-Vote
|
|
|
Paul W Chute
|
|
|
62,582,923
|
|
|
|
97.1
|
|
|
|
1,829,709
|
|
|
|
2.9
|
|
|
—
|
|
|
26,974,901
|
|
|
Paul L Porter
|
|
|
62,567,434
|
|
|
|
97.1
|
|
|
|
1,845,198
|
|
|
|
2.9
|
|
|
—
|
|
|
26,974,901
|
|
|
Lynn L Petersen
|
|
|
62,475,353
|
|
|
|
96.9
|
|
|
|
1,937,279
|
|
|
|
3.1
|
|
|
—
|
|
|
26,974,901
|
|
|
|
2.
|
Ratification
of Fruci & Associates as independent auditors of REGI U.S., Inc. for the fiscal years ending April 30, 2019 and 2020;
|
|
|
|
Votes Cast For
|
|
|
Votes Cast Against
|
|
|
|
|
|
Broker
|
|
|
|
|
Number
|
|
|
% of Votes
|
|
|
Number
|
|
|
% of Votes
|
|
|
Abstain
|
|
|
Non-Vote
|
|
|
Votes Cast
|
|
|
79,281,862
|
|
|
|
99.7
|
|
|
|
60,454
|
|
|
|
.07
|
|
|
|
198,500
|
|
|
|
11,846,717
|
|
|
|
3.
|
Approve
the amendment to the Articles of Incorporation to increase number of Authorized common shares from 150,000,000 to unlimited
Authorized shares of common stock, with no par value;
|
|
|
|
Votes Cast For
|
|
|
Votes Cast Against
|
|
|
|
|
|
Broker
|
|
|
|
|
Number
|
|
|
% of Votes
|
|
|
Number
|
|
|
% of Votes
|
|
|
Abstain
|
|
|
Non-Vote
|
|
|
Votes Cast
|
|
|
60,034,480
|
|
|
|
93.2
|
|
|
|
4,186,808
|
|
|
|
6.5
|
|
|
|
191,344
|
|
|
|
26,974,901
|
|
|
|
4.
|
Approve
the amendment to the Articles of Incorporation to allow for the issuance of preferred stock having no par value;
|
|
|
|
Votes Cast For
|
|
|
Votes Cast Against
|
|
|
|
|
|
Broker
|
|
|
|
|
Number
|
|
|
% of Votes
|
|
|
Number
|
|
|
% of Votes
|
|
|
Abstain
|
|
|
Non-Vote
|
|
|
Votes Cast
|
|
|
58,663,822
|
|
|
|
91.1
|
|
|
|
4,644,255
|
|
|
|
7.2
|
|
|
|
1,104,555
|
|
|
|
26,974,901
|
|