Current Report · Items 5.07, 7.01, 8.01, 9.01 · 8-K
Oculus Inc.
Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure · Other Events
Item 5.07. Submission of Matters to a Vote of Security Holders Results of the Annual Meeting of Stockholders An Annual Meeting of Stockholders (the “Meeting”) of the Company was held on November 10, 2026 to approve the agenda items described below.…
Press release in this filing
#507, 837 West Hastings Street Vancouver, British Columbia Canada V6C 3N6 www.ovtz.com →Disclosure sections
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07.
Submission of Matters to a Vote of Security Holders
Results of the Annual Meeting of Stockholders
An Annual Meeting of Stockholders (the “Meeting”) of the Company was held on November 10, 2026 to approve the agenda items described below.
Proxies for the Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.
A total of 56,301,165 shares (61.58% of the 91,422,569 issued and outstanding shares of the Company entitled to vote as of the September 14, 2026 record date for the Meeting) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the Meeting. The agenda items submitted at the Meeting were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the Meeting with respect to that agenda item.
Agenda Item 1. To elect six directors:
Nominee For Withheld
──────────────────────────────────────────────────────────────────────────
Anton J. Drescher 49,588,538 99.05% 474,513 0.95%
Fabrice Helliker 49,587,998 99.05% 475,053 0.95%
Maurice Loverso 49,608,548 99.09% 454,503 0.91%
Rowland Perkins 49,602,652 99.08% 460,399 0.92%
Tom Perovic 49,982,887 99.84% 80,164 0.16%
Ron Wages 49,621,759 99.12% 441,292 0.88%
There were 6,238,114 broker non-votes with respect to the election of directors. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on the election of directors.
Agenda Item 2. To ratify the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For Against Abstain
────────────────────────────────────────────────────────────────────────────────
56,180,216 (99.79%) 77,955 (0.14%) 42,993 (0.08%)
There was one (1) broker non-vote with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item.
Agenda Item 3. To approve the continuation of the Company’s Omnibus Equity Incentive Compensation Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For Against Abstain
──────────────────────────────────────────────────────────────────────────────────
47,922,274 (95.72%) 537,640 (1.07%) 1,603,137 (3.20%)
There were 6,238,114 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.
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Agenda Item 4. To approve the amendment to Company’s Articles of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock at a ratio between 1-for-2 and 1-for-10, with such ratio, implementation and timing of the reverse stock split to be determined at the discretion of the board of directors. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For Against Abstain
────────────────────────────────────────────────────────────────────────────────────
48,104,924 (85.44%) 3,972,768 (7.06%) 4,223,470 (7.50%)
There were three (3) broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.
Agenda Item 5. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For Against Abstain
──────────────────────────────────────────────────────────────────────────────────
47,339,905 (94.56%) 218,228 (0.44%) 2,504,917 (5.00%)
There were 6,238,115 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.
Agenda Item 6. To approve, on a non-binding advisory basis, the frequency of executive compensation votes. The votes cast for each of 1 year, 2 years, 3 years, and the number of abstentions, were as follows:
1 year 2 years 3 years Abstain
────────────────────────────────────────────────────────────────────────────────────────────────────────────
46,660,308 (93.20%) 102,683 (0.21%) 3,221,751 (6.44%) 78,308 (0.16%)
There were 6,238,115 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum.
SECTION 7 - REGULATION FD
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01
Regulation FD Disclosure
On November 10, 2026 the Company issued a news release to announce the results of the Meeting. The Meeting was held on November 10, 2026 in Vancouver, British Columbia. All resolutions put forward at the meeting were approved by shareholders. A total of 56,301,165 common shares, representing 61.58% of the votes attached to all outstanding shares as at the record date of the meeting, were represented at the Meeting. The following individuals were elected, by ballot, as directors of the Company: Anton J. Drescher, Fabrice Helliker, Maurice Loverso, Rowland Perkins, Tom Perovic, and Ron Wages.
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The detailed results of voting by ballot in respect of the election of directors were as follows:
Votes For Votes For Votes Against or Votes Against or
Withheld/Abstain Withheld/Abstain
(#) (%) (#) (%)
────────────────────────────────────────────────────────────────────────────────────────────────────────────
Election of Anton J. Drescher 49,588,538 99.05% 474,513 0.95%
Election of Fabrice Helliker 49,587,998 99.05% 475,053 0.95%
Election of Maurice Loverso 49,608,548 99.09% 454,503 0.91%
Election of Rowland Perkins 49,602,652 99.08% 460,399 0.92%
Election of Tom Perovic 49,982,887 99.84% 80,164 0.16%
Election of Ron Wages 49,621,759 99.12% 441,292 0.88%
Note: Routine US broker-vote shares voted without beneficial owner instructions are only eligible to vote for the appointment of auditors. Accordingly, 6,238,114 common shares were represented by proxy, but not voted.
By a resolution unanimously passed, Davidson & Company LLP, Chartered Professional Accountants, were appointed as the auditors for the Company for the fiscal year ending December 31, 2026 and, in accordance with the Articles of the Company, the directors were authorized to fix the auditors remuneration.
By a resolution, the shareholders unanimously ratified and approved the continuation of the Company’s Omnibus Equity Incentive Compensation Plan.
By a resolution, the shareholders unanimously ratified and approved the amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock at a ratio between 1-for-2 and 1-for-10, with such ratio, implementation and timing of the reverse stock split to be determined at the discretion of the board of directors.
By a resolution, the Company’s executive compensation was approved.
By a resolution, the frequency of stockholder votes on the Company’s executive compensation was approved to be presented to the stockholders annually.
The detailed “Report of Voting Results” on all resolutions for the Company’s Meeting is available on the Company’s website, in the Company’s Current Report on Form 8-K as filed with the United States Securities and Exchange Commission available under the Company’s profile on EDGAR or upon request by contacting the Company’s Corporate Secretary at (604) 685-1017.
A copy of the news release is attached as Exhibit 99.1 hereto.
SECTION 8 - OTHER EVENTS
Item 8.01Item 8.01 - Other Events
Item 8.01
Other Events
On November 10, 2026, the Company’s Board of Directors convened a meeting immediately following the Meeting and reappointed the following officers:
Roland Perkins President and Chief Executive Officer;
Anton J. Drescher Corporate Secretary and Chief Financial Officer.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS