UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) February 27, 2015

    

DAIS ANALYTIC CORPORATION

(Exact name of registrant as specified in its charter)

  

New York

 

000-53554

 

14-760865

(State or other jurisdiction
of incorporation or organization)

 

(Commission
File No.)

 

(IRS Employer
Identification No.)

 

11552 Prosperous Drive

Odessa, Florida 33556

(Address of Principal Executive Offices)(Zip Code)

 

(727) 375-8484

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Copies to:

 

Peter DiChiara, Esq.

SICHENZIA ROSS FRIEDMAN FERENCE LLP

61 Broadway, 32nd Floor

New York, New York 10006

Telephone: (212) 930-9700

Facsimile: (212) 930-9725

 

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 February 27, 2015, Dais Analytic Corporation (the "Company") held its Annual Meeting, at which the Company’s shareholders approved six proposals. The proposals are described in the Company’s proxy statement filed with the Securities and Exchange Commission on February 5, 2015 with final voting results.

 

Proposal 1

 

The Company’s shareholders elected five individuals to the Board of Directors as set forth below:

 

Name

 

Votes For

 

Votes Withheld

Timothy Tangredi

 

86,266,307

 

4,044,900

Robert W. Schwartz

 

86,207,445

 

4,103,762

Ira William McCollum, Jr.

 

90,265,245

 

45,962

Thomas E. Turner

 

90,303,807

 

7,400

Sharon Han

 

70,342,525

 

19,968,682

 

Proposal 2

 

Approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of our common stock by a ratio of not less than 1-for-5 and not more than 1-for-20 (the “Reverse Stock Split”) at any time prior to March 31, 2016, with the Board of Directors having the discretion as to whether or not the Reverse Stock Split is to be effected, and with the exact ratio of any Reverse Stock Split to be set at a whole number within the above range as determined by the Board in its discretion.

 

Votes For

 

Votes Against

 

Abstentions

101,249,303

 

953,808

 

17,227

 

Proposal 3

 

Approved an amendment to Certificate of Incorporation to increase the number of shares the Company is authorized to issue to 250,000,000 shares, of which 240,000,000 shares of common stock and 10,000,000 shares of preferred stock shall be authorized.

 

Votes For

 

Votes Against

 

Abstentions

97,246,683

 

4,945,028

 

28,627

 

 
2

 

Proposal 4

 

Approved the Company's 2015 Stock Incentive Plan

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

86,440,672

 

3,856,935

 

13,600

 

11,909,131

 

Proposal 5

 

Voted on an advisory, nonbinding resolution to approve the compensation of the Company's named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

86,140,217

 

4,145,835

 

25,155

 

11,909,131

 

Proposal 6

 

Voted on an advisory, nonbinding resolution to approve the frequency of advisory votes on named executive officer compensation.

 

Three Years

 

Two Years

 

One Year

 

Abstain

82,520,268

 

7,037,602

 

733,537

 

14,800

 

 
3

 

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. 

 

Dais Analytic Corporation

 

     

Dated: March 16, 2015

By:

/s/ Timothy N. Tangredi

 

   

Timothy N. Tangredi

Chief Executive Officer and President

 

 

 

4