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): June 13, 2013
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ULURU Inc.
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(Exact Name of Registrant as Specified in its Charter)
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Nevada
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000-49670
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41-2118656
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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4452 Beltway Drive
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Addison, Texas 75001
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(Address of principal executive offices) (Zip Code)
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(214) 905-5145
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(Registrant’s telephone number, including area code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On June 13, 2013, ULURU Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of Common Stock entitled to vote at the Annual Meeting was 12,782,977, of which 9,345,980 shares of Common Stock, or 73.1%, were represented either in person or by proxy and, therefore, a quorum was present. The proposals submitted to a vote of the stockholders at the Annual Meeting are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2013.
The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below.
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Proposal 1.
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Election of Directors.
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By the votes reflected below, the following nominees were elected to the Company’s Board of Directors to hold office for the term expiring at the 2014 Annual Meeting of Stockholders or until their successors are elected and qualified:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Jeffrey B. Davis
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3,977,146
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88,573
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5,280,261
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Kerry P. Gray
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4,037,523
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28,196
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5,280,261
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Helmut Kerschbaumer
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4,037,517
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28,202
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5,280,261
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Klaus Kuehne
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4,037,517
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28,202
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5,280,261
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Proposal 2.
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Ratification of the appointment of Lane Gorman Trubitt, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.
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The proposal was approved by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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9,100,569
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34,285
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211,126
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Not applicable
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Proposal 3.
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Amend the Company’s 2006 Equity Incentive Plan to increase the number of shares of Common Stock reserved for issuance thereunder from 1,200,000 shares to 1,800,000 shares.
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The proposal was approved by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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2,965,240
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1,098,767
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1,712
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5,280,261
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Proposal 4.
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Approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables, and accompanying narrative discussions contained in our 2013 Proxy Statement.
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The proposal was approved by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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2,973,096
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595,771
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496,852
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5,280,261
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Proposal 5.
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Approve, on a non-binding advisory basis, the frequency of future non-binding advisory votes for approving the compensation of our named executive officers.
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The proposal was approved for a frequency of every three years by the following vote:
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1 Year
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2 Years
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3 Years
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Abstentions
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620,553
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81,146
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2,848,112
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515,908
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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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ULURU Inc.
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Date: June 14, 2013
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By:
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/s/ Terrance K. Wallberg
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Terrance K. Wallberg
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Vice President and Chief Financial Officer
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