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 23, 2013

 

RELIV’ INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

  

000-19932   37-1172197
(Commission File Number) (IRS Employer Identification No.)

 

136 Chesterfield Industrial Boulevard   Chesterfield, Missouri  63005 
(Address of principal executive offices)    (Zip Code)

  

Registrant’s telephone number, including area code: (636) 537-9715

 

Not applicable                  

(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

 

The Annual Meeting of Stockholders of Reliv International, Inc. (the “Company”) was held on Thursday, May 23, 2013 at 9:00 a.m. Central Daylight Savings Time at the corporate headquarters of the Company located at 136 Chesterfield Industrial Boulevard, Chesterfield, Missouri.

 

The following actions were submitted to a vote of the stockholders of the Company:

 

1.Election of five directors;

 

2.Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for 2013;

 

3.Approval, by non-binding vote, of named executive officer compensation; and

 

4.Recommendation, by non-binding vote, of the frequency of executive compensation votes.

 

Stockholders of record at the close of business on March 22, 2013 were entitled to vote. A total of 10,284,117 shares were represented by proxy or in person at the Annual Meeting, which constituted more than 81% of the Company’s issued and outstanding shares of common stock. These shares were voted on the matters presented at the Annual Meeting as follows:

 

1.For the election of directors:

 

Name

 

 

For

 

 

Against

  Abstentions and Broker Non-Votes
             
Robert L. Montgomery   7,093,160   56,694   3,134,263
             
Carl W. Hastings   6,697,173   452,181   3,134,763
             
John B. Akin   6,974,506   172,194   3,137,417
             
Denis St. John   7,097,288   49,412   3,137,417
             
John M. Klimek   6,983,134   164,962   3,136,021

 

2.Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for 2013.

 

 

 

 

 

For

 

 

Against

  Abstentions and Broker Non-Votes
             
    10,263,279   20,165   673

 

 

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3.Approval, by non-binding vote, of named executive officer compensation.

 

 

 

 

 

For

 

 

Against

  Abstentions and Broker Non-Votes
             
    6,993,724   131,747   3,158,646

 

 

4.Recommendation, by non-binding vote, of the frequency of executive compensation votes.

 

 

1 Year

 

 

2 Years

 

 

3 Years

 

 

Broker Non-Votes

             
1,310,545   42,420   5,097,297   3,547,552

 

 

The option of every “3 years” received the highest number of votes cast and therefor was deemed the frequency of the advisory vote on executive compensation selected by stockholders. The Board of Directors of the Company recommended stockholders vote for the option of every “3 years” for the frequency of the advisory vote on executive compensation. Accordingly, the Company will include, once every three years, a stockholder advisory vote on the compensation of its named executives in its proxy statement until the next required advisory vote on the frequency of stockholder advisory votes on the compensation of named executives.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Relìv International, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Chesterfield, State of Missouri, on May 29, 2013.

 

 

  RELIV’ INTERNATIONAL, INC.
   
   
   
  By:  /s/ Steven D. Albright
    Steven D. Albright
Chief Financial Officer

 

 

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