Quepasa Corporation


 

 

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):  June 4, 2010


Quepasa Corporation

 (Exact name of registrant as specified in its charter)




Nevada

001-33105

86-0879433

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)



324 Datura Street, Ste. 114

West Palm Beach, FL

 


33401

(Address of principal executive offices)

 

(Zip Code)


Registrant’s telephone number, including area code: (561) 366-1249



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:


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On June 4, 2010, Jeffrey Valdez (“Valdez”) resigned as a director of Quepasa Corporation (the “Company”). Valdez resigned following a disagreement he had with the Company with respect to his rights related to the Company’s popular Papacito flirting application. As a result of this claim, the Company filed suit seeking a declaratory judgment that it owns all intellectual property rights to the Papacito program. Mr. Valdez has indicated that he disagrees with the Company’s position. The Company and Valdez entered into a Resignation Agreement dated June 1, 2010 which provides Valdez with 90 days to exercise his vested stock options and he agreed resign as a director and not accept an appointment or stand for re-election at the Company’s 2010 Annual Meeting (the “Meeting”).


On June 4, 2010, the Company’s shareholders voted to approve amendments to its 2006 Stock Incentive Plan (the “Plan”). The shares authorized for grant under the Plan were increased by 2,000,000 shares and the requirement to obtain shareholder approval to increase the shares available for grant in the future was eliminated.  


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


On June 4, 2010, the Company held the Meeting and the results of each of the proposals are listed below.


Proposal

For

Against

Withheld

Abstain

(1)

To elect the following as directors:

 

 

 

 

 

 

 

 

 

John Abbott

7,254,470

 

12,185

 

Alonso Ancira

7,227,972

 

15,083

 

Ernesto Cruz

7,253,751

 

12,894

 

James Ferris

7,253,469

 

13,186

 

Malcolm Jozoff

7,249,620

 

17,071

 

Lionel Sosa

7,228,235

 

13,390

 

Dr. Jill Syverson-Stork

7,206,310

 

35,315

 

Jeffrey Valdez

1,053,089

 

6,188,536

 

(2)

To approve an amendment to the Plan increasing the shares available for grant.

6,494,260

267,183

 

505,182

(3)

To ratify the option grants granted outside of the Plan.

6,487,636

250,102

 

528,887

(4)

To approve an amendment to the Plan eliminating the requirement for stockholder approval for increasing shares available for grant under the Plan.

6,437,107

323,380

 

506,138

(5)

To approve an amendment to our Articles of Incorporation providing our officers with liability protection.

6,680,543

  34,780

 

510,692

(6)

To approve an amendment to our Articles of Incorporation removing our classified Board of Directors.

6,724,426

  24,887

 

517,312

(7)

To ratify the appointment of our independent registered public accounting firm for 2010.

6,757,802

    4,181

 

504,642

As a result of Proposal 6 not being approved, Mr. Sosa and Dr. Syverson-Stork were not nominated, as their original terms had not expired. See Item 5.02 regarding Mr. Valdez’s resignation. There were no broker non-votes.



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.


 

 

QUEPASA CORPORATION

 

 

 

Date:  June 4, 2010

 

By:

/s/ Michael Matte

 

Name:

Michael Matte

 

Title:

Chief Financial Officer