Current Report Filing (8-k)
May 24 2019 - 3:18PM
Edgar (US Regulatory)
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):
May 22, 2019
PROPHASE
LABS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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0-21617
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23-2577138
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(State
or other jurisdiction
of incorporation)
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(Commission
file number)
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(I.R.S.
Employer
Identification No.)
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621
N. Shady Retreat Road, Doylestown, PA, 18901
(Address
of principal executive offices)
(Registrant’s
telephone number, including area code):
(215) 345-0919
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))
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Securities
Registered Pursuant to Section 12(b) of the Exchange Act:
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Title
of Each Class
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Trading
Symbol
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Name
of Each Exchange on Which Registered
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Common
Stock, par value $0.0005
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PRPH
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined 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).
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
May 22, 2019, ProPhase Labs, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).
As of the record date of April 16, 2019, the Company had 11,560,256 shares of common stock, par value $0.0005 per share (the “Common
Stock”), outstanding and entitled to vote at the Annual Meeting. The holders of 11,517,848 shares of Common Stock were represented
in person or by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the Company’s stockholders voted
on the following four proposals and cast their votes as described below.
Proposal
1. Election of Directors
Each
of the nominees for election to the board of directors was elected to hold office for a one-year term and until their respective
successors are elected and qualified by the following votes:
Name
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For
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Withheld
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Broker
Non-Votes
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Ted Karkus
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8,404,407
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23,699
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3,089,742
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Jason Barr
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8,398,562
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29,544
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3,089,742
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Louis Gleckel, MD
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8,254,443
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173,663
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3,089,742
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Warren Hirsch
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8,404,762
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23,344
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3,089,742
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Proposal
2. Ratification of the Appointment of Independent Auditors
The
ratification of the appointment by the Audit Committee of the board of directors of EisnerAmper LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2019 was approved by the following vote:
For
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Against
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Abstain
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Broker
Non-Votes
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11,396,842
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35,394
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85,612
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0
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Proposal
3. Advisory Vote to Approve the Compensation of Named Executive Officers (“Say on Pay” Vote)
The
compensation of the Named Executive Officers was approved by the following vote:
For
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Against
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Abstain
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Broker
Non-Votes
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8,363,209
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56,710
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8,187
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3,089,742
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Proposal
4. Advisory Vote on the Frequency of Future Say on Pay Votes
A
majority of the stockholders of the Company selected 3 years as the appropriate frequency for holding future Say on Pay Votes.
1 Year
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2 Years
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3 Years
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Abstain
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Broker
Non-Votes
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1,147,848
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4,501
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7,272,448
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3,309
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3,089,742
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Based on these results, and consistent with the board of directors’ recommendation,
the board of directors has determined that the Company will continue to hold an advisory vote on executive compensation every
three years, with the next vote occurring at the annual meeting of stockholders in 2022.
Item
8.01 Other Events
Following
his election to the board of directors at the Annual Meeting, Mr. Hirsch was appointed as a member of each of the committees of
the board of directors, and as the Chairman of the Audit Committee of the board of directors. As a result of his appointment to
the Audit Committee, the Company’s Audit Committee is now comprised of three independent directors, as defined in the Nasdaq
Listing Rules, and the Company. The Company has notified Nasdaq that is has regained compliance with Rule 5605(c)(2)(A) of the
Nasdaq Listing Rules.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ProPhase
Labs, Inc.
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By:
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/s/
Monica Brady
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Monica
Brady
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Chief
Financial Officer
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Date:
May 24, 2019
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