Current Report Filing (8-k)
26 May 2016 - 8:08PM
Edgar (US Regulatory)
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): May 24, 2016
PROPHASE
LABS, INC.
(Exact
name of Company as specified in its charter)
Delaware
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0-21617
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23-2577138
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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621
N. Shady Retreat Road
Doylestown, PA
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18901
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(Address
of principal executive offices)
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(Zip
Code)
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Company’s
telephone number, including area code:
(215) 345-0919
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under
any of the following provisions (
see
General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
5.07 Submission of Matters to a Vote of Security Holders.
On
May 24, 2016, ProPhase Labs, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “
Annual Meeting
”).
As at the record date of April 14, 2016, the Company had 17,080,776 shares of common stock, par value $0.0005 per share (the “Common
Stock”), outstanding and entitled to vote at the Annual Meeting. The following is a listing of the votes cast for or withheld,
and the number of broker non-votes, with respect to each nominee for director and a listing of the votes cast for and against,
as well as abstentions and broker-non votes, with respect to each other matter voted upon at the Annual Meeting, as applicable.
At the Annual Meeting, the Company’s stockholders (i) elected each nominee as a director, (ii) approved an amendment and
restatement of our Amended and Restated 2010 Equity Compensation Plan to increase the number of shares issuable thereunder by
seven hundred thousand (700,000) shares, (iii) ratified the appointment of EisnerAmper LLP as the company’s independent
registered public accounting firm for the fiscal year ending December 31, 2016 and (iv) the stockholders, in an advisory and non-binding
resolution, approved the compensation of the Company’s named executive officers.
1.
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Directors
Information:
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Number of Shares
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Director
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For
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Withheld
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Broker Non-Votes
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1. Ted Karkus
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9,686,630
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2,596,969
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3,416,947
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2. Jason Barr
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9,849,588
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2,434,011
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3,416,947
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3. Mark Burnett
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9,690,064
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2,593,535
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3,416,947
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4. Louis Gleckel, MD
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9,650,264
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2,633,335
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3,416,947
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5. Mark Leventhal
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9,692,230
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2,591,369
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3,416,947
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6. James McCubbin
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4,641,798
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7,641,801
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3,416,947
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2.
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To
approved an amendment and restatement of our Amended and Restated 2010 Equity Compensation Plan to increase the number of
shares issuable thereunder by seven hundred thousand (700,000) shares,
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For
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Against
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Abstentions
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Broker Non-Votes
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9,755,127
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2,523,072
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5,400
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3,416,947
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3.
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To
ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2016:
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For
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Against
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Abstentions
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Broker Non-Votes
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13,222,863
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110,371
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2,367,312
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-
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4.
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To
approve, in an advisory and non-binding resolution, the compensation of the Company’s named executive officers:
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For
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Against
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Abstentions
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Broker Non-Votes
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9,409,901
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2,867,398
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6,300
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3,416,947
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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.
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PROPHASE
LABS, INC.
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Dated:
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May
25, 2016
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By:
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/s/
Robert V. Cuddihy, Jr.
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Robert
V. Cuddihy, Jr.
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Chief
Operating Officer and Chief Financial Officer
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