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: March 21, 2013
VISUALANT, INCORPORATED
(Exact name of Registrant as specified in its charter)
Nevada | 0-25541 | 91-1948357 |
(State or jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
500 Union Street, Suite 420
Seattle, Washington 98101
(206) 903-1351
(Address of Registrant’s principal executive office and telephone number)
Section 8 – OTHER EVENTS
Item 8.01 Other Events.
Visualant, Inc. (“Visualant” or the “Company”) an industry-leading provider of chromatic-based identification and diagnostic solutions with its ChromaID™ technology, held its 2013 Annual Meeting of Stockholders on March 21, 2013. The results of the Annual Meeting are set forth below. Each of the matters considered at the meeting was described in detail in the definitive proxy statement on Schedule 14A that the Company filed with the Securities and Exchange Commission on January 11, 2013.
Proposal No. 1 - The following five nominees were elected to serve on the Board of Directors until the 2014 Annual Meeting of Stockholders:
1 | Ronald Erickson | For | 49,204,568 |
|
| Withheld | 420,902 |
| Jon Pepper | For | 49,206,008 |
|
| Withheld | 419,462 |
| Marco Hegyi | For | 49,201,868 |
|
| Withheld | 423,602 |
| James Gingo | For | 43,028,746 |
|
| Withheld | 6,596,724 |
| Ichiro Takesako | For | 49,158,792 |
|
| Withheld | 466,678 |
Proposal No. 2 - Approved an amendment of the Company’s 2011 Stock Incentive Plan increasing the number of shares available for issuance under the Plan from 7,000,000 to 14,000,000 shares as follows:
2 | Amendment to 2011 Stock Incentive | For | 47,287,410 |
| Plan | Against | 1,136,073 |
|
| Abstain | 1,201,987 |
|
| Non Vote | 28,884,989 |
Proposal No. 3 - Approved an amendment and restatement of the Company’s Articles of Incorporation and Bylaws as follows:
3 | Amendment and Restatement of | For | 48,982,475 |
| Articles and Incorporation and Bylaws | Against | 462,710 |
|
| Abstain | 180,285 |
|
| Non Vote | 28,884,989 |
Proposal No. 4 - Approved an amendment providing the Board discretion to amend the Company’s Articles of Incorporation to affect a reverse stock split and decrease the number of authorized shares as follows:
4 | Discretion to amend the Articles | For | 72,881,117 |
| of Incorporation to effect a reverse | Against | 5,032,101 |
| stock split and decrease the number | Abstain | 597,239 |
| of authorized shares | Non Vote | — |
Proposal No. 5 - PMB Helin Donovan LLP, Inc. of Seattle, WA was ratified as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2013 as follows:
5 | Ratify appointment of PMB Helin | For | 77,711,975 |
| Donovan, LLP as auditors | Against | 105,322 |
|
| Abstain | 693,161 |
|
| Non Vote | — |
- 2 -
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.
| Registrant: VISUALANT, INCORPORATED | |
|
|
|
March 21, 2013 | By: | /s/ Mark Scott |
|
| Mark Scott |
- 3 -