Revised Proxy Soliciting Materials (definitive) (defr14a)
October 16 2018 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
☐
Definitive Proxy Statement
☑
Definitive Additional Materials
☐
Soliciting Material Under Rule 14a-12
DropCar, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
☑
No fee
required.
☐
Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1)
Title of each class of securities to which transaction
applies:
2)
Aggregate number of securities to which transaction
applies:
3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
☐
Fee paid previously with preliminary
materials.
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Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing:
1) Amount
previously paid:
2) Form,
Schedule or Registration Statement No:
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party:
4) Date
Filed:
DROPCAR, INC.
1412 Broadway, Suite 2105
New York, New York 10018
Annual Meeting of Stockholders
Thursday, November 15, 2018
Amendment No. 1 to
Proxy Statement
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 14A (“Amendment
No. 1”) is being filed to amend DropCar, Inc.’s
(the “Company”) definitive proxy statement
for its 2018 Annual Meeting of Stockholders (“Original Proxy
Statement”), which was filed with the Securities and Exchange
Commission on October 9, 2018, in order to correct an inadvertent
error contained in the vote required for Proposal 2, to approve the
amendment to the WPCS International Incorporated Amended and
Restated 2014 Equity Incentive Plan to increase the aggregate
number of shares available to be granted under the WPCS
International Incorporated Amended and Restated 2014 Equity
Incentive Plan.
All other items in the Original Proxy Statement remain
unchanged.
IF YOU HAVE ALREADY SUBMITTED YOUR PROXY, YOU DO NOT NEED TO TAKE
ANY ACTION UNLESS YOU WISH TO CHANGE YOUR VOTE.
CHANGES TO ORIGINAL PROXY STATEMENT
1.
On page 5, under
the heading, “What Vote is Required to Approve Each Proposal
and How are Votes Counted?” the description of Proposal 2 is
amended to read in its entirety as follows:
|
Proposal 2: Approve Amendment to the WPCS International
Incorporated Amended and Restated 2014 Equity Incentive
Plan
|
|
The
affirmative vote
of the holders of a
majority of the total votes cast in person or by proxy at the
annual meeting is
required to approve the amendment to the
WPCS International Incorporated Amended and Restated 2014 Equity
Incentive Plan to increase the aggregate number of shares available
to be granted under the Company’s WPCS International
Incorporated Amended and Restated 2014 Equity Incentive Plan.
Abstentions will be treated as votes against this proposal.
Brokerage firms do not have authority to vote customers’
unvoted shares held by the firms in street name on this proposal.
As a result, any shares not voted by a customer will have the same
effect as a vote against this proposal.
|
2.
On page 25, the
section “Vote Required and Board of Directors’
Recommendation” is amended to read in its entirety as
follows:
Vote Required and Board of Directors’
Recommendation
The
affirmative vote of the holders of a majority of the total votes
cast in person or by proxy at the annual meeting is required to
approve the amendment to the Plan to increase the aggregate number
of shares available to be granted under the Plan. Abstentions will
be treated as votes against this proposal. Brokerage firms do not
have authority to vote customers’ unvoted shares held by the
firms in street name on this proposal. As a result, any shares not
voted by a customer will have the same effect as a vote against
this proposal.
Important Notice Regarding the Availability of Proxy Materials for
the
Annual Meeting of Stockholders to be held on November 15,
2018:
This Amendment No. 1, the Original Proxy
Statement, a sample of the form of proxy card, and a copy of
our Current Report on Form 8-K/A, which includes financial
statements for the fiscal year ended December 31, 2017, are
available at
http://www.proxyvote.com.
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