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):

 

June 15, 2017 

 

 

CURAEGIS TECHNOLOGIES, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

 

New York

000-24455

16-1509512

_____________________
(State or other jurisdiction

_____________
(Commission

______________
(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

     

1999 Mt. Read Blvd, Bldg. 3, Rochester,

New York

 

 

14615

_________________________________
(Address of principal executive offices)

 

___________
(Zip Code)

 

Registrant’s telephone number, including area code:

 

585-254-1100

 

 

 

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: 

 

[ ] 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

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

 

On June 14, 2017, CurAegis Technologies, Inc. held its annual shareholders meeting (“Annual Meeting”) for its common and voting preferred shareholders. At the Annual Meeting, the Company’s shareholders voted on each of the matters described below.

 

1. The Company’s shareholders elected ten directors, all of whom constitute the Company’s entire board of directors, to serve for a term of one year and until their successors are duly elected and qualified. The number of shares that (a) voted for the election of each director and (b) withheld authority to vote for each director and the number of broker non-votes are set forth in the table below.

Director Nominee

Votes For

Votes

Withheld

Thomas F. Bonadio

60,928,950

550,887

William W. Destler

60,971,685

508,152

Asher J. Flaum

60,775,899

703,938

Keith E. Gleasman

60,905,124

574,713

John W. Heinricy

60,864,518

615,319

Richard A. Kaplan

61,199,518

280,319

Thomas J. Labus

60,979,970

499,867

Charles N. Mills

60,951,874

527,963

E. Philip Saunders

60,956,874

522,963

Gary A. Siconolfi

60,950,076

529,761

 

 

 

2. The Company’s shareholders approved the Company’s executive officer compensation programs in effect for the 2017 calendar year. The number of shares that voted for, against or abstained from voting for the advisory vote on the Company’s executive officer compensation programs for the 2017 calendar year, are summarized in the table below.

 

Votes For

Votes Against

Abstentions

60,971,049

420,142

88,646

 

 

3. The Company’s shareholders ratified the appointment of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The number of shares that voted for, against or abstained from voting for the ratification of the appointment of Freed Maxick CPAs, P.C. are summarized in the table below.

 

Votes For

Votes Against

Abstentions

82,784,029 199,773 36,866

     

 

4. The Company’s shareholders approved the annual reporting on the “Say on Pay” proposal and the number of shares voted shown below:

 

Votes For

Votes For

 
1 Year   57,637,826  
2 Years      722,221  
3 Years      590,641  

 

 

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Item 8.01

Other Events.

 

Previously in advance of the Annual Meeting, the board of directors met and took the actions described below.

 

Committee Assignments – The board of directors determined the composition of each committee of the board of directors as follows, with the Chair for the current year as indicated:

 

Audit Committee:

Thomas F. Bonadio – Chair

E. Philip Saunders

Asher J. Flaum

 

Nominating Committee:

Gary A. Siconolfi – Chair

Asher J. Flaum

Thomas J. Labus

 

Governance and Compensation Committee:

William W. Destler - Chair

Charles N. Mills

John W. Heinricy

 

 

Officer Positions – The board of directors has elected the following corporate officers to hold the offices or positions noted for the forthcoming year:

 

Board Chair: Gary A. Siconolfi
Chief Executive Officer:   Richard A. Kaplan
President:  Keith E. Gleasman
Chief Financial Officer & Secretary:  Kathleen Browne

 

 

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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.

 

 

Torvec, Inc.

June 15, 2017

By:

/s/ Kathleen A. Browne

     
   

Kathleen A. Browne

Chief Financial Officer 

 

 

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