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): July 23, 2018
YOUNGEVITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-54900
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90-0890517
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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2400
Boswell Road, Chula Vista, CA 91914
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (619) 934-3980
N/A
(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 in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
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Emerging growth
company ☑
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If an emerging growth company, indicate by checkmark 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 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
On July 23, 2018, the Board of Directors (the “Board”)
of Younvgevity International, Inc. (the “Company”)
awarded to each non-employee member of the Board options to
purchase 61,655 shares of the Company’s common stock, which
options are exercisable for a period of ten years from the grant
date, vest on July 23, 2019 (the one-year anniversary of the grant
date) and have an exercise price of $4.29 per share.
On July 24, 2018, the Board awarded to David Briskie, the
Company’s President and Chief Financial Officer, options to
purchase 250,000 shares of the Company’s common stock, which
options are exercisable for a period of ten years from the grant
date, vest pro rata on a monthly basis for 36 months and have an
exercise price of $3.92 per share.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On July
23, 2018, the Company held its 2018 Annual Meeting of Stockholders
(the “Annual Meeting”). At the Annual Meeting, the
stockholders voted on the following two (2) proposals and votes
were cast as described below. These matters are described in detail
in the Company’s definitive proxy statement for the Annual
Meeting, which was filed with the Securities and Exchange
Commission on June 8, 2018.
Proposal 1 — Election of Directors
The
following seven (7) individuals were elected as directors, to serve
until the 2019 Annual Meeting of Stockholders or until their
successors are elected and qualified with the following
votes:
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Name of Director
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Votes For
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Withheld
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Broker Non-Votes
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(1)
Stephan Wallach
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15,167,347
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158,305
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3,229,321
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(2)
David Briskie
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15,218,164
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107,488
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3,229,321
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(3)
Michelle Wallach
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15,148,447
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177,205
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3,229,321
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(4)
Richard Renton
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15,220,451
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105,201
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3,229,321
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(5)
William Thompson
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15,278,783
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46,869
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3,229,321
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(6)
Kevin Allodi
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15,278,995
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46,657
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3,229,321
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(7)
Paul Sallwasser
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15,279,070
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46,582
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3,229,321
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Proposal 2 — Ratification of the appointment of Mayer Hoffman
McCann P.C. as the Company’s independent registered public
accounting firm for the year ending December 31, 2018.
The
stockholders ratified and approved the appointment of Mayer Hoffman
McCann P.C. as the Company’s independent registered public
accounting firm for the year ending December 31, 2018 based on the
votes listed below:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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17,700,394
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830,711
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23,868
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0
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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, thereunto duly authorized.
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YOUNGEVITY INTERNATIONAL, INC.
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Date:
July 25, 2018
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By:
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/s/ David
Briskie
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David
Briskie
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President and Chief Financial Officer
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