E DIGITAL CORP - FORM 8-K - September 8, 2015

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): September 3, 2015

 

E.DIGITAL CORPORATION
(Exact name of registrant as specified in charter)

 

Delaware
(State or other jurisdiction of incorporation)

 

0-20734
(Commission File Number)

 

33-0591385
(IRS Employer Identification No.)

 

 

16870 West Bernardo Drive, Suite 120
San Diego, California 92127
(Address of principal executive offices)

 

(858) 304-3016
(Registrant’s telephone number, including area code)

 

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.

 

(a)        On September 3, 2015, the Company held its annual meeting of stockholders.

 

(b)        The proposals submitted to a vote of the Company’s stockholders at the annual meeting are more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on July 21, 2015 and delivered to the Company’s stockholders entitled to notice of and to vote at the annual meeting. The following items of business were voted upon by stockholders at the annual meeting:

 

1.The following directors, receiving a plurality of the votes cast, were elected to serve for the ensuing year and until their successors are elected. The voting results for each director was as follows:

 

  Name    For   Against or Withheld   Broker Non-Votes 
  Alfred H. Falk     45,885,165    43,364,842    161,371,205 
  Allen Cocumelli     59,823,415    29,426,592    161,371,205 
  Renee Warden     39,913,006    49,337,001    161,371,205 
  Eric M. Polis     40,686,841    48,563,166    161,371,205 

 

  2. The stockholders voted to ratify the selection of Singer Lewak LLP as the independent registered public accounting firm for the Company for the fiscal year ending March 31, 2016. The tabulation of votes was as follows:

 

  For   Against   Abstain     
 193,674,426    46,813,749    10,133,037     

 

3.The stockholders did not vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the “Executive Compensation” section of the proxy statement. The results of the voting were as follows:

 

  For   Against   Abstain   Broker Non-Votes 
 31,843,676    55,971,489    1,434,842    161,371,205 

 

4.The stockholders did not vote to approve the e.Digital Corporation 2015 Equity-Based Compensation Plan. The results of the voting were as follows:

 

  For   Against   Abstain     
 35,694,710    52,418,476    1,136,821     

 

 

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.

 



Date: September 8, 2015		   e.DIGITAL CORPORATION

By: /s/ ALFRED H. FALK
——————————————
Alfred H. Falk, President and Chief Executive Officer
(Principal Executive Officer and duly authorized to sign on behalf of the Registrant)

 

 

 

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