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) June 5, 2013
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INNOTRAC CORPORATION
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(Exact Name of Registrant as Specified in Charter)
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Georgia
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(State or Other Jurisdiction of Incorporation)
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000-23741
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58-1592285
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(Commission File Number)
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(IRS Employer Identification No.)
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| 6465 East Johns Crossing
Johns Creek, GA
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30097
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(Address of Principal Executive Offices)
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(Zip Code)
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(678) 584-4000
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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)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 5, 2013, Innotrac Corporation ("Innotrac") held its Annual Meeting of Shareholders (the “Annual Meeting”) at Innotrac’s headquarters located at 6465 East Johns Crossing, Johns Creek, Georgia. As of April 22, 2013, the record date, there were 13,245,440 shares of common stock entitled to vote at the Annual Meeting. There were present at the Annual Meeting, in person or by proxy, holders of 7,359,669 shares representing 55.56% of the common stock entitled to vote at the Annual Meeting.
The following directors were elected to hold office, each for a term of three years, at the Annual Meeting, with the vote for the directors being reflected as follows:
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Name
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For
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Against
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Withheld
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Non - Vote
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Scott D. Dorfman
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7,352,895
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5,633
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1,141
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-
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Thomas J. Marano
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7,311,766
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44,512
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3,391
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-
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The affirmative vote of the holders of a plurality of the outstanding shares of common stock present in person or represented by proxy at the Annual Meeting was required to elect the directors.
The non-binding resolution to approve the compensation of the Company’s Named Executive Officers was approved with the votes for the resolution being reflected as follows:
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Resolution
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For
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Against
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Withheld
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Non - Vote
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Approve Executive Compensation
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7,345,596
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12,462
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1,611
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-
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The non-binding resolution to determine the frequency of future advisory votes on the executive compensation was voted on with the shareholders selecting a frequency of three years, the votes for the resolution being reflected as follows:
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Resolution
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1 Year
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2 Years
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3 Years
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Withheld
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Frequency of future advisory votes
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1,515,653
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14,087
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5,818,789
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11,140
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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.
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INNOTRAC CORPORATION
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/s/ Scott D. Dorfman
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Date: June 5, 2013
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Scott D. Dorfman
President, Chairman and Chief Executive Officer
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