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EX-99.1 - EX-99.1 - NUTRACEUTICAL INTERNATIONAL CORPa14-4670_1ex99d1.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 30, 2014

 

NUTRACEUTICAL INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware
(State of incorporation)

 

000-23731
(Commission
File Number)

 

87-0515089
(IRS Employer
Identification No.)

 

1400 Kearns Boulevard, 2nd Floor

Park City, Utah
(Address of principal executive offices)

 

84060
(Zip Code)

 

Registrant’s telephone number, including area code: (435) 655-6106

 

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 (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02 Results of Operations and Financial Condition.

 

On January 30, 2014, Nutraceutical International Corporation (“Nutraceutical”) reported results for the fiscal 2014 first quarter ended December 31, 2013.  The press release reporting the results is attached to this Form 8-K as Exhibit 99.1.

 

The press release referenced in this Item 2.02, to the extent that it discusses financial results of Nutraceutical for the quarter ended December 31, 2013, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such filing.

 

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

 

(a)  On January 27, 2014, Nutraceutical held its 2014 Annual Meeting of Stockholders at which Nutraceutical’s stockholders voted on the three proposals identified below.

 

(b)  The final voting results with respect to each proposal voted upon at the 2014 Annual Meeting of Stockholders are set forth below.  As of December 5, 2013, the record date for the meeting, Nutraceutical had 9,831,660 shares of common stock issued, outstanding and entitled to vote on the proposals.

 

Proposal 1 — Election of Two Class I Directors

 

The stockholders approved Nutraceutical’s proposal for the election of the two nominees to the Board of Directors by the affirmative vote of a majority of the shares of common stock present or represented by proxy at the annual meeting, as set forth below:

 

 

 

For

 

%

 

Withheld

 

%

 

Broker Non-Votes

 

Jeffrey A. Hinrichs

 

7,317,225

 

94.9

 

392,988

 

5.1

 

1,264,655

 

J. Kimo Esplin

 

7,270,317

 

94.3

 

439,896

 

5.7

 

1,264,655

 

 

There were no abstentions in the election of directors.

 

Proposal 2 — Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2014

 

The stockholders approved Nutraceutical’s proposal for the ratification of the selection of PricewaterhouseCoopers LLP as Nutraceutical’s independent registered public accounting firm for the fiscal year ending September 30, 2014 as set forth below:

 

For

 

%

 

Against

 

%

 

Abstentions

 

%

 

8,603,854

 

95.9

 

361,661

 

4.0

 

9,353

 

0.1

 

 

2



 

Proposal 3 — Advisory Vote on Named Executive Officer Compensation

 

The stockholders approved Nutraceutical’s proposal to approve the compensation of its named executive officers as disclosed in the proxy statement for the annual meeting, as set forth below:

 

For

 

%

 

Against

 

%

 

Abstentions

 

%

 

Broker Non-Votes

 

6,260,691

 

81.2

 

1,117,320

 

14.5

 

332,202

 

4.3

 

1,264,655

 

 

Item 9.01 Financial Statements and Exhibits.

 

Nutraceutical herewith files the following documents as exhibits to this Current Report on Form 8-K:

 

(d)   Exhibits

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press release issued by Nutraceutical dated January 30, 2014

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

NUTRACEUTICAL INTERNATIONAL CORPORATION

 

(Registrant)

 

 

 

By:

/s/ Cory J. McQueen

Date: January 30, 2014

 

 

 

 

Cory J. McQueen

 

 

Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

 

4



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Press release issued by Nutraceutical dated January 30, 2014

 

5