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EX-99.1 - EXHIBIT 99.1 - INTERPHASE CORPex99-1.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): May 6, 2015 

 

INTERPHASE CORPORATION

(Exact Name of Registrant as Specified in Its Charter) 

 

Texas

                   

(State or Other Jurisdiction of Incorporation)

 

 

 

1-35267

 

75-1549797

                           

 

                       

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

4240 International Parkway, Suite 105, Carrollton, Texas

 

75007

                                                                                          

 

                    

(Address of Principal Executive Offices)

 

(Zip Code)

 

(214) 654-5000

                                  

(Registrant’s Telephone Number, Including Area Code)

 

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):

 

[ ]

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 May 6, 2015, Interphase Corporation (“Interphase” or the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, Interphase shareholders voted on three proposals and cast their votes as described below. The proposals are described in the Company’s definitive proxy statement on Schedule 14A as filed with the SEC on April 6, 2015.

 

Proposal 1

An election of directors of the Company to serve until the next annual meeting for the Company was held. The following five individuals were elected as directors of the Company:

 

Nominee

Votes For

Votes Withheld

Non-votes

Uncast

Gregory B. Kalush

4,105,976

487,837

2,919,886

0

Mark D. Kemp

4,161,856

431,957

2,919,886

0

Michael J. Myers

4,161,356

432,457

2,919,886

0

Kenneth V. Spenser

4,161,356

432,457

2,919,886

0

Christopher B. Strunk

4,161,306

432,507

2,919,886

0

 

There were no abstentions on this matter.

 

Proposal 2

The proposal to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2015 was approved based upon the following votes:

 

Votes For

Votes Against

Votes Abstained

Non-votes

Uncast

7,089,376

421,047

3,276

0

0

 

Proposal 3

The proposal to approve, on an advisory basis, named executive officer compensation was approved based upon the following votes:

 

Votes For

Votes Against

Votes Abstained

Non-votes

Uncast

4,152,438

292,175

149,200

2,919,886

0

 

Item 7.01. Regulation FD Disclosure.

 

A copy of the Company’s presentation material used during the Annual Meeting is attached hereto as Exhibit 99.1. These slides should be reviewed in conjunction with the audio recording which is available on the Company’s website at www.iphase.com. The information in this report (including the exhibit attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

   Exhibit 99.1 – Interphase Corporation Presentation Slides.

 

 
 

 

 

SIGNATURE

 

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.

 

 

 

Interphase Corporation

 

 

 

 

 

 

By:

/s/ Thomas N. Tipton Jr.

 

Date: May 7, 2014

Title: Chief Financial Officer, Secretary

 

  Vice President of Finance and Treasurer