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): August 7, 2013
![[nvic08072013_8k001.jpg]](nvic08072013_8k001.jpg)
N-VIRO INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware | 0-21802 | 34-1741211 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
2254 Centennial Road Toledo, OH | 43617 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (419) 535-6374
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 August 7, 2013, N-Viro International Corporation (the “Company”) held its Annual Stockholders meeting. The matters on which the stockholders voted, in person or by proxy, were:
Proposal #1, the election of three Class I directors to the board of directors;
Proposal #2, an advisory non-binding vote to approve the compensation of the named executive officers;
Proposal #3, an advisory non-binding vote on the frequency of stockholder votes on executive compensation;
Proposal #4, the ratification of UHY, LLP as our independent outside auditors for the fiscal year ending December 31, 2013.
Election of Board of Directors:
Director | Votes For | Votes Against | Votes Abstained | Approved / Not Approved |
Mark Hagans | 2,185,494 | 144,756 | 38,524 | A |
Carl Richard | 2,212,293 | 4,151 | 152,330 | A |
Joseph Scheib | 2,353,766 | 2,246 | 12,762 | A |
Proposals #2 and #4: | Votes For | Votes Against | Votes Abstained | Approved / Not Approved |
Executive Compensation | 2,174,811 | 150,031 | 43,932 | A |
UHY, LLP | 4,966,831 | 140,754 | 19,229 | A |
Proposal #3: | One Year | Two Years | Three Years (choice Approved) | Abstained |
Voting Frequency on Executive Compensation | 435,951 | 87,233 | 1,806,727 | 38,863 |
Item 5.07 (d).
In light of the result of voting on proposal #3, the Company’s management has adopted a policy to include a stockholder vote on its executive compensation in its proxy materials every three years.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
N-VIRO INTERNATIONAL CORPORATION
Dated:
August 9, 2013
By:
/s/ James K. McHugh
James K. McHugh
Chief Financial Officer
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