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): March 29, 2013

 

PARK CITY GROUP, INC.

(Exact name of Registrant as specified in its Charter)

 

 




Nevada

000-03718

37-1454128

 

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

 

 



299 South Main Street, Suite 2370,

Salt Lake City, Utah

84111

 

(Address of principal executive offices)

(Zip Code)

 

Registrants telephone number, including area code: (435) 645-2000

N/A

(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 (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 5.07 Submission of Matters to a vote of Security Holders.


On March 29, 2013, Park City Group, Inc. (the Company) held its annual meeting of stockholders (the Annual Meeting). The matters voted upon at the Annual Meeting and the results of the voting are set forth below.


Proposal No. 1- Election of Directors


Stockholders approved the election of Randall K. Fields, Robert P. Hermanns, Robert W. Allen, James R. Gillis, William S. Kies, Jr., Richard Juliano, Austin F. Noll, Jr. and Ronald C. Hodge to serve on the Board of Directors until the 2014 annual meeting of stockholders, or until their successors are elected and qualified.




For


Against


Abstain


Not Voted

Randall K. Fields


8,837,476


830,203


13,418


4,167,489

Robert P Hermanns


8,812,992


854,687


13,418


4,167,489

Robert W. Allen


9,471,733


195,946


13,418


4,167,489

James R. Gillis


8,770,699


896,980


13,418


4,167,489

William S. Kies, Jr.


8,837,493


830,186


13,418


4,167,489

Richard Juliano


8,778,849


888,830


13,418


4,167,489

Austin F. Noll, Jr.


8,837,493


830,186


13,418


4,167,489

Ronald C. Hodge


8,837,493


830,186


13,418


4,167,489


Proposal No. 2- Approval of an Amendment to and Restatement of the Companys 2011 Employee Stock Purchase Plan


Stockholders approved an amendment to and restatement of the Companys 2011 Employee Stock Purchase Plan to increase the number of authorized shares to 200,000 and to make certain other changes.


For


Against


Abstain


Not Voted

8,715,531


886,242


79,324


4,167,489


Proposal No. 3- Approval of an Amendment to and Restatement of the Companys 2011 Stock Incentive Plan


Stockholders approved an amendment to and restatement of the Companys 2011 Stock Incentive Plan to increase the number of authorized shares to 550,000 and to make certain other changes.


For


Against


Abstain


Not Voted

8,604,335


990,858


85,904


4,167,489



Proposal No. 4- Advisory Vote to Approve Executive Compensation


Stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Companys named executive officers, as disclosed in the Executive Compensation section of the Companys definitive proxy statement, dated February 28, 2013.


For


Against


Abstain


Not Voted

8,997,182


581,107


102,808


4,167,489



Proposal No. 5- Advisory Vote to Approve the Frequency of Advisory Votes on Executive Compensation


Stockholders approved, on an advisory (non-binding) basis, holding an advisory vote on the compensation of the Companys named executive officers every three years. The Board of Directors will take this result into consideration, and the Company will file an amendment to this Form 8-K within the timeframe prescribed under Item 5.07 once the Board makes a final determination as to how frequently the Company will conduct an advisory vote on executive compensation in its proxy materials.


One Year


Two Years


Three Years


Abstain


Not Voted

1,485,975


473,625


7,552,158


169,339


4,167,489


Proposal No. 6- Ratification of Appointment of Auditors


Stockholders ratified the appointment of HJ & Associates, LLC as the Companys independent auditors for the fiscal year ending June 30, 2013.


For


Against


Abstain

12,463,871


1,366,386


18,329


For more information about the foregoing proposals, please review the Companys definitive proxy statement, filed with the Securities and Exchange Commission on February 28, 2013.










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.

 






 

 

PARK CITY GROUP, INC.

 





 

Date: April 1, 2013

 

By:

 /s/ Randall K. Fields

 

 

 

 

Randall K. Fields

 

 

 

 

Chief Executive Officer