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  (Date of Earliest Event Reported):   October 28, 2015

 

CNS RESPONSE, INC.

(Exact name of Company as specified in its charter)

 

Delaware   001-35527   87-0419387
(State or other   (Commission File No.)   (I.R.S. Employer
 jurisdiction of       Identification No.)
incorporation)        

 

85 Enterprise, Suite 410

Aliso Viejo, CA 92656

(Address of principal executive offices)

 

(949) 420-4400

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

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))

 

 

 

Item 5.07    Submission of Matters to a Vote of Security Holders.

  

At the 2015 annual meeting of stockholders of CNS Response, Inc. (“the Company”), held on October 28, 2015 (the “2015 Annual Meeting”), the holders of the Company’s common stock voted to elect each of the following directors to serve until the next annual meeting and until their successor is elected and qualified: 

 

Director   Votes For   Votes Withheld   Broker Non-Votes
Robin Smith   69,967,660   233,927   5,234,411
John Pappajohn   69,812,062   389,525   5,234,411
Robert Follman   69,964,660   236,927   5,234,411
Zachary McAdoo   60,564,311   9,637,276   5,234,411
Andrew Sassine   55,554,500   14,647,087   5,234,411
Geoffrey Harris   60,564,311   9,637,276   5,234,411
Michal Votruba   60,564,361   9,637,226   5,234,411

 

 

At the 2015 Annual Meeting, the Company’s stockholders also voted on the following proposals:

 

Proposal   For   Against   Abstain
To amend the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”) to change the name of the Company from “CNS Response, Inc.” to “MYnd Analytics, Inc.”

   71,268,578   2,893,217   1,274,203
To amend the Company’s Charter in order to increase the number of shares of common stock, par value $0.001 per share, authorized for issuance under the Charter from 180,000,000 to 500,000,000

   66,810,594   8,602,373   23,031
To amend the Company’s Charter for the purposes of effecting a reverse stock split of our Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-200, and to authorize the Board of Directors to determine, at its discretion, the timing of the amendment and the specific ratio of the reverse stock split

   72,065,298   3,364,699   6,001
To ratify the selection by the Audit Committee of Anton & Chai LLP as our independent registered accounting firm for the fiscal year ending September 30, 2015   72,542,298   43,079   2,850,621

 

 

 

SIGNATURES

 

Pursuant to 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.

 

  CNS Response, Inc.  
     
  By: /s/ Paul Buck  
October 29, 2015   Paul Buck  
    Chief Financial Officer