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): | November 22, 2013 |
Special Diversified
Opportunities Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 000-22400 | 56-1581761 |
| _____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
|
1521 Concord Pike, Suite 301 Wilmington, DE |
19803 | |
| _________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | (302) 824-7062 |
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:
| £ | 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 November 22, 2013, the Registrant held its 2013 Annual Meeting of Stockholders. At the meeting, the stockholders voted on (1) the election of three directors, (2) the ratification of the appointment of KPMG LLP as the Registrant’s independent registered public accounting firm for fiscal year 2013, (3) approval, on an advisory basis, of a resolution regarding executive officer compensation and (4) approval, on an advisory basis, of a resolution regarding how frequently we will submit future advisory votes on executive officer compensation to our stockholders. The voting results on these proposals were as follows:
Proposal 1. Election of three Class I directors to hold office until 2015.
| Nominee | Votes For | Withheld | Broker Non-Votes | |||
| Steven R. Becker | 10,502,347 | 618,786 | 7,631,012 | |||
| Thomas A. Bologna | 10,561,847 | 559,286 | 7,631,012 | |||
| David M. Wurzer | 10,561,547 | 559,586 | 7,631,012 |
Proposal 2. Ratification of the appointment of KPMG LLP as the Registrant's independent registered public accounting firm for fiscal year 2013.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 18,693,416 | 38,236 | 20,493 | -- |
Proposal 3. Approval, on an advisory basis, of a resolution regarding executive officer compensation.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 10,152,888 | 623,027 | 345,218 | 7,631,012 |
Proposal 4. Approval, on an advisory basis, of a resolution regarding how frequently we will submit future advisory votes on executive officer compensation to our stockholders.
| Every One Year | Every Two Years | Every Three Years | Abstentions | Broker Non-Votes | ||||
| 10,613,386 | 3,381 | 33,737 | 470,629 | - |
| Item 8.01 | Other Events. |
At the 2013 Annual Meeting of Stockholders, a majority of the Registrant’s outstanding shares of common stock that voted on the matter were voted in favor of conducting future advisory votes on executive compensation on an “every one year” basis. The Registrant’s Board of Directors had likewise recommended a vote for the “every one year” option as to frequency of conducting future advisory votes on executive compensation. The Registrant has considered the stockholder vote, and intends to conduct future advisory votes on executive compensation on an “every one year” basis until at least the next vote by the Registrant’s stockholders on the frequency of such votes, which will be no later than the Registrant’s 2019 Annual Meeting of Stockholders.
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.
| Special Diversified Opportunities Inc. | ||||
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| November 26, 2013 | By: | /s/ Kevin J. Bratton | ||
| Name: Kevin J. Bratton | ||||
| Title: Chief Financial Officer | ||||