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): September 16, 2013


AS SEEN ON TV, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida

000-53539

80-0149096

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 


14044 Icot Boulevard, Clearwater, Florida 33760
(Address of principal executive offices) (Zip Code)


(727) 288-2738
(Registrant’s telephone number, including area code)


Not Applicable
(Former name or former address, if changed from 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))

 

 







 


Section 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2013 annual meeting of shareholders (the “Annual Meeting”) of As Seen On TV, Inc. (the “Company”) was held on Monday, September 16, 2013 at its principal executive office located at 14044 Icot Boulevard, Clearwater, Florida.  Shareholders of record at the close of business on July 19, 2013 were entitled to one vote for each share of common stock held.  On July 19, 2013, there were 71,740,834 shares of common stock issued and outstanding.

At the Annual Meeting, the shareholders of the Company voted on the following proposals, each as more fully described in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on July 22, 2013:


1. To elect five members of the Board of Directors of the Company (the “Board”) to serve until the next annual meeting of shareholders.  Each nominee for director was elected by a vote of the shareholders as follows:


Proposal No. 1: Election of Directors

 

Vote Type

 

Voted

 

Kevin Harrington

 

For

 

 

28,510,910

 

 

 

Withheld

 

 

840,356

 

 

 

Broker Non-Votes

 

 

7,077,326

 

 

 

 

 

 

 

   

Greg Adams

 

For

 

 

28,267,162

 

 

 

Withheld

 

 

1,084,104

 

 

 

Broker Non-Votes

 

 

7,077,326

 

 

 

 

 

 

 

 

Randolph A. Pohlman, PhD.

 

For

 

 

26,311,139

 

 

 

Withheld

 

 

3,040,127

 

 

 

Broker Non-Votes

 

 

7,077,326

 

 

 

 

 

 

 

 

Kevin A. Richardson, II

 

For

 

 

28,898,146

 

 

 

Withheld

 

 

453,120

 

 

 

Broker Non-Votes

 

 

7,077,326

 

 

 

 

 

 

 

 

Ronald C. Pruett, Jr.

 

For

 

 

28,834,315

 

 

 

Withheld

 

 

516,951

 

 

 

Broker Non-Votes

 

 

7,077,326

 


2. To ratify the appointment of EisnerAmper LLP, an independent registered public accounting firm, to serve as the Company’s independent auditors for fiscal year ending March 31, 2014.  The proposal was approved by a vote of shareholders as follows:


Proposal No. 2: Ratification of Appointment of EisnerAmper LLP

 

Vote Type

 

Voted

 

 

 

For

 

 

36,258,474

 

 

 

Against

 

 

63,966

 

 

 

Abstention

 

 

106,152

 






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3. To approve the Company’s 2013 Equity Compensation Plan (the “2013 Plan”).  The proposal was approved by a vote of shareholders as follows:


Proposal No. 3: Approval of the 2013 Plan

 

Vote Type

 

Voted

 

 

 

For

 

 

26,490,440

 

 

 

Against

 

 

673,971

 

 

 

Abstention

 

 

2,186,855

 

 

 

Broker Non-Votes

 

 

7,077,326

 


4. To determine, on a non-binding advisory basis, the frequency of the advisory vote on the compensation of the Company’s named executive directors.


Proposal No. 4: Advisory Vote on the Frequency of the Vote on Executive Compensation

 


Every Three Years

Every Two Years

Every One Year

Abstain

26,939,562

499,806

1,909,324

2,574


Based on the results of Proposal No. 4, the Board has determined that the Company will hold a non-binding, advisory vote on the compensation of its named executive officers once every three years until the next required vote on the frequency of the advisory vote on executive compensation occurs, or until the Board determines that holding such vote with a different frequency is in the best interests of the Company.


5. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.  The proposal was approved by a vote of shareholders as follows:


Proposal No. 5: Advisory Vote on Executive Compensation

 

Vote Type

 

Voted

 

 

 

For

 

 

28,482,479

 

 

 

Against

 

 

465,221

 

 

 

Abstention

 

 

403,566

 

 

 

Broker Non-Votes

 

 

7,077,326

 





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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.


 

As Seen On TV, Inc.

 

 

 

 

Date: September 17, 2013

By:

/s/ Ronald C. Pruett, Jr.

 

      

 

Ronald C. Pruett, Jr.

 

      

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 




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