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EX-99.1 - EXHIBIT 99.1 - ERBA Diagnostics, Inc.ex99-1.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

 

December 15, 2015

(Date of earliest event reported)

 

ERBA Diagnostics, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

1-14798

 

11-3500746

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

incorporation or organization)

 

 

 

 

 

 

 

 

 

14100 NW 57th Court

 

 

 

 

Miami Lakes, Florida

 

 

 

33014

(Address of principal executive offices)

 

 

 

(Zip Code)

 

 

(305) 324-2300

(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 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

 
 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

The 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of ERBA Diagnostics, Inc. (the “Company”) was held on December 15, 2015. At the Annual Meeting, the Company’s stockholders voted on one matter with the following results.

 

1.     The Company’s stockholders elected five directors to the Company’s Board of Directors (the “Board”): Kishore “Kris” Dudani, Philippe Gadal, Pharm. D., Gerald E. Gallwas, David M. Templeton and Suresh Vazirani. Each of Mr. Dudani, Dr. Gadal, Mr. Gallwas, Mr. Templeton and Mr. Vazirani was elected to serve for a one-year term expiring at the Company’s 2016 Annual Meeting of Stockholders. The five director nominees were elected by the Company’s stockholders by the following votes:

 

Director

 

Votes

For

 


Votes

Withheld

 

Broker
Non-Votes

             

Kishore “Kris” Dudani

 

36,658,135

 

856,781

 

0

Philippe Gadal, Pharm. D.

 

36,872,993

 

641,923

 

0

Gerald E. Gallwas

 

37,123,496

 

391,420

 

0

David M. Templeton

 

36,874,697

 

640,219

 

0

Suresh Vazirani

 

36,700,221

 

814,695

 

0

             

 

 

 

Item 7.01

Regulation FD Disclosure.

 

At the Annual Meeting, Mohan Gopalkrishnan, the Company’s Chief Executive Officer, gave a speech. A copy of the speech is being furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated into this Item 7.01 by reference thereto.

 

The information in this Item 7.01 in this Current Report on Form 8-K (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibit 99.1 – Chief Executive Officer’s Speech made at the Annual Meeting of Stockholders on December 15, 2015.

 

 
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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 hereunto duly authorized.

 

Date: December 16, 2015

ERBA Diagnostics, Inc.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Mohan Gopalkrishnan

 

 

 

Name:  Mohan Gopalkrishnan,

 

 

 

Title:   Chief Executive Officer 

 

 

 

 

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