UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 15, 2012

 

InsPro Technologies Corporation

(Exact name of registrant as specified in charter)

 

Delaware   333-123081   98-0438502
(State or other jurisdiction of incorporation)  

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

150 N. Radnor-Chester Road

Suite B-101

Radnor, Pennsylvania 19087

(Address of principal executive offices)

 

(484) 654-2200

(Registrant's telephone number, including area code)

 

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 (see General Instruction A.2 below):

 

¨       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))

 

 
 

 

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

 

InsPro Technologies Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on August 15, 2012. Mr. Frederick Tecce, who was elected as a member of our Board of Directors at the 2011 annual meeting of stockholders, chose not to stand for re-election at our Annual Meeting and as a result, Mr. Tecce’s position as a director ceased upon the completion of the Annual Meeting. Mr. Tecce’s decision was not the result of any disagreement with the Company.

 

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

 

The Company held its Annual Meeting on August 15, 2012. The following matters, all of which were set forth in the Company’s definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on June 29, 2012, were voted on at the Annual Meeting. The results of such voting are as indicated below.

 

1.Election of the ten nominees listed below to serve on the Board of Directors of the Company until the next annual meeting of stockholders and until his or her successor is elected, or until the director’s earlier death, resignation or removal:

 

Nominee   For   Withheld  
Donald R. Caldwell   58,008,590   225,039  
Brian Adamsky   58,098,229   135,400  
Michael Azeez   58,098,229   135,400  
John Harrison   58,100,229   133,400  
Robert J. Oakes   58,098,229   135,400  
Sanford Rich   58,098,229   135,400  
L.J. Rowell   58,098,229   135,400  
Paul Soltoff   58,100,229   133,400  
Anthony R. Verdi   58,100,229   133,400  
Edmond J. Walters   58,100,229   133,400  

 

2.Ratification of the appointment of Sherb & Co., LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2012.

 

For   Against   Abstain
71,624,184   477,093   600

 

There were 13,868,248 broker non-votes with respect to the election of directors. There were no broker non-votes with respect to the proposals to ratify the appointment of Sherb & Co., LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2012.

 
 

 

On the basis of the above votes, (i) all nominees listed above were elected to serve on the Board of Directors of the Company until the next annual meeting of stockholders and until his or her successor is elected, or until the director’s earlier death, resignation or removal; and (ii) the proposal to ratify the selection of Sherb & Co., LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2012 was adopted.

 

 
 

 

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.

 

      INSPRO TECHNOLOGIES CORPORATION
         
Date: August 16, 2012   By: /s/ Anthony R. Verdi
      Name: Anthony R. Verdi
      Title:

Principal Executive Officer, Chief

Financial Officer and Chief Operating

Officer