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) September 6, 2016
REPRO MED SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
New York | 0-12305 | 13-3044880 |
(State or other jurisdiction | (Commission | (IRS Employer |
24 Carpenter Road, Chester, New York | 10918 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (845) 469-2042
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
Set forth below are the voting results from the 2016 Annual Meeting of Shareholders held on September 6, 2016:
PROPOSAL 1: ELECTION OF DIRECTORS
| NUMBER OF SHARES | ||
NOMINEES | FOR | WITHHELD | BROKER NON-VOTE |
Andrew I. Sealfon | 19,642,343 | 771,400 | 8,884,171 |
Paul M. Baker | 19,584,263 | 829,480 | 8,884,171 |
Mark L. Pastreich | 19,676,493 | 737,250 | 8,884,171 |
Brad A. Sealfon | 19,643,493 | 770,250 | 8,884,171 |
Arthur J. Radin | 19,331,893 | 1,081,850 | 8,884,171 |
David W. Anderson | 19,335,093 | 1,078,650 | 8,884,171 |
Joseph M. Manko, Jr. | 19,707,593 | 706,150 | 8,884,171 |
PROPOSAL 2: AMENDMENT TO CERTIFICATE OF INCORPORATION – INCREASE IN AUTHORIZED COMMON STOCK
| FOR | AGAINST | ABSTAIN |
Number of Shares | 26,019,955 | 1,404,200 | 1,873,759 |
PROPOSAL 3: AMENDMENT TO CERTIFICATE OF INCORPORATION – TO ALLOW FOR ACTION BY SHAREHOLDERS WITHOUT A MEETING
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
Number of Shares | 20,233,058 | 159,085 | 21,600 | 8,884,171 |
PROPOSAL 4: AMENDMENT TO CERTIFICATE OF INCORPORATION – TO CLARIFY THE EXISTING LIMITATION OF LIABILITY OF DIRECTORS
| FOR | AGAINST | ABSTAIN |
Number of Shares | 28,356,636 | 530,520 | 410,758 |
PROPOSAL 5: AMENDMENT TO CERTIFICATE OF INCORPORATION – TO PROVIDE FOR ADVANCEMENT OF EXPENSES AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
| FOR | AGAINST | ABSTAIN |
Number of Shares | 25,519,250 | 1,863,863 | 1,914,801 |
PROPOSAL 6: APPROVAL OF 2015 STOCK OPTION PLAN
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
Number of Shares | 18,592,343 | 661,750 | 1,159,650 | 8,884,171 |
PROPOSAL 7: ADVISORY VOTE - EXECUTIVE COMPENSATION
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
Number of Shares | 18,476,138 | 749,255 | 1,188,350 | 8,884,171 |
- 2 -
PROPOSAL 8: ADVISORY VOTE – FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
| 3 YEARS | 2 YEARS | 1 YEAR | ABSTAIN | BROKER NON-VOTE |
Number of Shares | 92,186 | 18,460,607 | 141,800 | 1,719,150 | 8,884,171 |
PROPOSAL 9: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
| FOR | AGAINST | ABSTAIN |
Number of Shares | 29,093,487 | 179,521 | 24,906 |
PROPOSAL 10: SHAREHOLDER PROPOSAL REQUIRING THE SALE OF THE COMPANY WITHIN 180 DAYS
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
Number of Shares | 2,314,412 | 18,056,281 | 43,050 | 8,884,171 |
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.
| REPRO MED SYSTEMS, INC. | |
|
|
|
Date: September 9, 2016 | By: | /s/ Andrew I. Sealfon |
| Andrew I. Sealfon | |
- 3 -