strong dilution I will get back in when the shares are sold out.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 7, 2014, GrowLife, Inc., a Delaware corporation (the “Company”), held a Special Meeting of Shareholders for the sole purpose of
approving an amendment to the Company’s Certificate of Incorporation (the “Amendment”) to increase the authorized shares of common stock
of the Company (“Common Stock”) from 1,000,000,000 to 3,000,000,000 (the “Common Stock Proposal”). The Company’s Board of
Directors (the “Board”) previously approved the Common Stock Proposal effective December 9, 2013, subject to shareholder approval at the
Special Meeting of Shareholders.
The Common Stock Proposal was approved by Shareholders representing approximately 68.5% of the outstanding shares of the Company’s
Common Stock voting at the meeting either in person or by proxy.
A total of 573,878,915 votes were cast at the meeting either in person or by proxy which represents approximately 77.7% of the issued and
outstanding shares of the Company’s Common Stock. Of the votes cast at the meeting, 506,035,500 shares voted in favor of the Common
Stock Proposal (88.2% of shares voted) and 64,148,711 shares voted against (11.2% of shares voted), with 3,694,704 shares abstaining (0.6%
of shares voted). There were no broker non-votes.
The shareholder approval formally authorized the Company to file the Certificate of Amendment, which is effective as of February 13, 2014.
The Certificate of Amendment, as filed with the Delaware Secretary of State on February 13, 2014, is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders .
See Item 5.03.
Item 9.01. Financial Statements and Exhibits .
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.
- 6 -
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment of Certificate of Incorporation, dated February 13, 2014.
GrowLife, Inc.
Date: February 13, 2014 By: /s/ Sterling C. Scott
Sterling C. Scott
Chief Executive Officer
