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EX-3.1 - AMENDMENT TO BYLAWS - MYOS RENS TECHNOLOGY INC.f8k121715ex3i_myoscorp.htm

 

 

 

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): December 21, 2015 (December 17, 2015)

 

MYOS CORPORATION

(Exact name of registrant as specified in charter)

 

Nevada   000-53298   90-0772394

(State of other jurisdiction of

incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

         

45 Horsehill Road,

Suite 106 Cedar Knolls, New Jersey

  07927
 (Address of principal executive offices)     (Zip Code)

 

Registrant's telephone number, including area code (973) 509-0444

 

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:

 

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 5.03. Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.

 

Effective December 17, 2015, MYOS Corporation (the “Company”) amended Section 2.01 of its bylaws (the “Amendment”) to remove the limit on the number of directors of the Company. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

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

 

On December 17, 2015, the Company held its annual meeting of stockholders (the “Meeting”). At the Meeting, stockholders (i) elected Dr. Robert J. Hariri, Dr. Buzz Aldrin, Dr. Louis Aronne, Dr. Sapna Srivastava, Christopher Pechock, Jack Levine, Victor Mandel, Joseph Mannello and John Nosta to serve as directors of the Company and (ii) ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

 

Set forth below are the final voting results for each of the proposals:

 

Proposal 1 – Election of Directors

 

Dr. Robert J. Hariri, Dr. Buzz Aldrin, Dr. Louis Aronne, Dr. Sapna Srivastava, Christopher Pechock, Jack Levine, Victor Mandel, Joseph Mannello and John Nosta were elected to serve as directors of the Company until the 2016 Annual Meeting of Stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:

 

Director  Votes For  Votes Withheld
Dr. Robert J. Hariri   1,348,106    4,327 
Dr. Buzz Aldrin   1,352,433    0 
Dr. Louis Aronne   1,351,433    1,000 
Dr. Sapna Srivastava   1,352,433    0 
Christopher Pechock   1,312,527    39,906 
Jack Levine   1,337,433    15,000 
Victor Mandel   1,086,229    266,204 
Joseph Mannello   1,352,433    0 
John Nosta   1,337,433    15,000 

  

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

 The appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 was ratified. The voting results were as follows:

 

Votes For   Votes Against   Abstain  
2,576,586   0   12,411  

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.     Description
3.1        Amendment to Bylaws

 

 2 
 

 

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.

 

 

  MYOS CORPORATION
Dated:  December 21, 2015  
  /s/ Joseph C. DosSantos
  Name: Joseph C. DosSantos
  Title: Chief Financial Officer

 

 

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