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: October 20, 2011
LATITUDE SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 000-54194 26-1284382
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(State or jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
2595 NW BOCA RATON BLVD., SUITE 100, BOCA RATON, FLORIDA 33431
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(Address of Principal Executive Offices) (Zip Code)
(561) 417-0644
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Registrant's telephone number, including area code
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(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))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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RE-ELECTION OF BOARD OF DIRECTORS
On October 20, 2011, Latitude Solutions, Inc. ("the Company") held an Annual
Meeting of Its Shareholders ("Shareholder Meeting"), as discussed in Item 5.07,
below. At the Shareholder Meeting, a majority of the shareholders re-elected the
following individuals to the Company's Board of Directors.
Harvey N. Kaye Kenneth Koock
Matthew J. Cohen Lynden B. Rose
Warren V. Blasland, Jr. James Bohlig
Such individuals were re-elected to serve till the next annual meeting of the
Company's shareholders.
Mr. Kaye, Cohen and Blasland are officers of the Company and serve as the Chief
Executive Officer, Chief Financial Officer and an Executive Vice President of
the Company, respectively.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
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As part of the Shareholder's Meeting, as discussed in Item 5.07, the
shareholders approved resolutions to amend the Articles of Incorporation to
authorize up to 25,000,000 shares of preferred stock and to increase the
authorized common shares of the Company from 100,000,000 shares of common stock
to 250,000,000 shares of common stock.
In the near future, the Company intends to file an amendment to the Articles of
Incorporation with the Secretary of State of Nevada to authorize 25,000,000
shares of Preferred Shares to be designated in any series or classes and with
those rights, privileges and preferences to be determined at the discretion of
the Company's Board of Directors.
In the near future, the Company intends to file an amendment to the Articles of
Incorporation with the Secretary of State of Nevada to increase the authorized
common shares of the Company from 100,000,000 shares of common stock to
250,000,000 shares of common stock.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On October 20, 2011, at 10:00 a.m. at the Wyndam Garden Hotel in Boca Raton,
Florida, the Company held its Annual Shareholder Meeting.
The Company had 55,378,132 shares of common stock issued and outstanding
eligible to vote. Proxies representing 37,237,144 shares of common stock were
voted.
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At the Shareholders Meeting, the following proposals were passed by the
shareholders:
1. To authorize 25,000,000 Preferred Shares with a $0.001 par value, in such
classes or series with designation of rights, privileges, and preferences as the
Board may later determine.
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FOR AGAINST ABSTAIN
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29,177,153 shares 8,017,709 shares 42,282 shares
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2. To amend the Company's articles of incorporation to increase the authorized
common shares of the Company from 100,000,000 shares of common stock to
250,000,000 shares of common stock. This action will become effective upon the
filing of an amendment to our Articles of Incorporation with the Secretary of
State of Nevada.
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FOR AGAINST ABSTAIN
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32,876,590 shares 5,705,232 shares 159,064 shares
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3. To elect the following six persons to the Board of Directors to hold office
until the next annual meeting of shareholders and qualification of their
respective successors.
NUMBER OF SHARES
FOR VOTED AGAINST ABSTAIN
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Warren V. Blasland 35,494,182 0 275,962
James Bohlig 37,064,925 0 275,962
Matthew J. Cohen 35,553,628 0 253,108
Harvey N. Kaye 35,594,036 0 212,700
Kenneth Koock 35,560,182 0 276,962
Lynden B. Rose 35,561,182 0 275,962
4. Approval of the 2011 Latitude Solutions, Inc. Stock Option and Award
Incentive Plan.
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FOR AGAINST ABSTAIN
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29,277,973 shares 7,834,951 shares 92,220 shares
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5. Ratified the appointment of our Auditors, Mallah Furman and Company, P.A. for
the fiscal year ending December 31, 2011.
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FOR AGAINST ABSTAIN
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35,675,182 shares 1,500,000 shares 61,962 shares
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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.
Dated: October 25, 2011
LATITUDE SOLUTIONS, INC.
By: /s/ Harvey N. Kaye
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Harvey N. Kaye, CEO, President & Chairman
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