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): December 9, 2013
Z TRIM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Illinois
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000-27841
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36-4197173
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. employer
identification no.)
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1011 Campus Drive
Mundelein, IL 60060
(Address of principal executive offices)
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60060
(Zip code)
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Registrant’s telephone number, including area code: (847) 549-6002
(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 (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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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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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting held on December 9, 2013, the total number of shares represented in person or by proxy was 27,751,813 of the 36,798,414 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.
The following matters were voted upon at the Annual Meeting:
1. Election of Directors: The following named persons were elected as Directors of the Company to serve until the next Annual Meeting of Shareholders in 2013 or until their successors are elected and qualified.
The votes cast were as follows:
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Director Nominee
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Number of Votes (cumulative)
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Broker Non Votes
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Votes For
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Withheld
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Steven J. Cohen
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21,965,705
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411,024
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5,375,054
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Morris Garfinkle
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22,283,834
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92,895
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5,375,054
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Brian S. Israel
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21,966,106
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410,623
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5,375,054
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Mark Hershhorn
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22,015,625
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361,104
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5,375,054
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Edward Smith III
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22,367,229
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9,500
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5,375,054
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2. Ratification of Independent Registered Accounting Firm: The shareholders ratified the appointment of M&K CPAs, LLC, as the Company’s independent registered accounting firm for the fiscal year 2013. The shareholder vote as to this matter was as follows:
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27,735,863 votes for
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2,604 votes against
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11,426 abstentions Broker Non Votes: 0
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3. The voting results on a non-binding advisory vote to approve compensation of the Company's named executive officers disclosed in the Company's 2013 proxy statement. The shareholder vote as to this matter was as follows:
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21,996,223 votes for
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359,637 votes against
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18,979 abstentions Broker Non Votes: 5,375,054
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4. The voting results on a non-binding advisory vote to determine the frequency of future advisory votes to approve the compensation of the Company's named executive officers. The The shareholder vote as to this matter was as follows:
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2,061,445 votes for every 1 year
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98,759 votes for every 2 years
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20,161,491 votes for every 3 years Broker Non Votes: 5,375,055
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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 thereunto duly authorized.
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Z TRIM HOLDINGS, INC.
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Date: December 10, 2013
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By: /s/ Steven J. Cohen
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Steven J. Cohen
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President
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