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): October 20, 2014



LIBERATOR MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


NEVADA

 

000-05663

 

87-0267292

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification Number)


2979 SE Gran Park Way, Stuart, Florida 34997

(Address of Principal Executive Offices)


(772) 287-2414

(Registrant’s telephone number, including area code)


_________________________________

(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 obligations 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))





Item 5.07

Submission of Matters to a Vote of Security Holders


On October 20, 2014, Liberator Medical Holdings, Inc., a Nevada corporation (the “Company”), held its annual meeting of stockholders to (i) elect directors; (ii) ratify the appointment of its independent registered public accounting firm; (iii) provide a non-binding advisory vote on executive compensation; and (iv) frequency of non-binding advisory vote on compensation of named executive officers.  A majority of the stockholders entitled to vote at the annual meeting were present at the annual meeting in person or by proxy.  The following table shows the number of votes cast for, against, abstentions, and the number of broker non-votes on each matter.


Election of Directors:

For

Against

Withheld

Broker Non-Vote

Mark A. Libratore

29,697,880

0

113,385

9,466,156

Jeannette Corbett

29,653,212

0

158,053

9,466,156

Tyler Wick

29,667,366

0

143,899

9,466,156


Ratification of

 

 

 

Public Accountants:

For

Against

Abstain

Crowe Horwath LLP

38,090,414

403,481

783,526


Non-Binding Advisory Vote

 

 

 

 

On Compensation of Named

 

 

 

Broker

Executive Officers:

For

Against

Abstain

Non-Vote

 

28,181,340

360,142

1,269,783

9,466,156


Frequency of Non-Binding

 

 

 

 

Advisory Vote on Compensation

 

 

 

 

Of Named Executive Officers:

One Year

Two Years

Three Years

Abstain

 

4,193,075

292,798

23,967,098

1,358,294


Item 8.01

Other Events


On October 20, 2014, Mark A. Libratore, the Company’s President and Chief Executive Officer, addressed the stockholders at the Company’s annual meeting of stockholders in Stuart, Florida.  Mr. Libratore’s remarks are filed as Exhibit 99.1 to this Report on Form 8-K.


The information under this caption, “Item 8.01 – Other Events,” including information in any related exhibits, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section.  This information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.




2


Item 9.01

Financial Statements and Exhibits


(d)

Exhibits


Exhibit No.

Description

 

 

99.1

Remarks of President and Chief Executive at the Company’s Annual

 

Stockholders Meeting on October 20, 2014.






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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.



LIBERATOR MEDICAL HOLDINGS, INC.

Registrant



Dated: October 20, 2014

             /s/ Mark A. Libratore                                   

Mark A. Libratore, President







4




Exhibit 99.1


Remarks of President and Chief Executive at the Company’s

Annual Stockholders Meeting on October 20, 2014


As I begin to speak about Liberator I must remind you that today's comments may contain forward-looking statements and refer those present to the language regarding forward-looking statements in our SEC reports and press releases. In addition, any financial results disclosed for fiscal year 2014 are unaudited and subject to adjustment, pending the completion of our year-end audit, which is expected to be completed within the next forty-five days.


Over the last year we have witnessed significant change in the healthcare markets we serve. We experienced continued pressure on commercial insurance reimbursement and expanded auditing and cost containment measures by the Centers for Medicare and Medicaid Services. We have seen continued consolidation within the Medical Supply industry and an overall reduction in the number of home medical equipment providers.  These trends have taken place against the backdrop of an aging population, expanding chronic disease, increasing demand for medical products and supplies and expanding health coverage for U.S. households. Overall we believe the dynamic of this market presents opportunities for Liberator.


Although we are still in the process of closing the books on fiscal year 2014 I can report that annual sales increased by approximately 7.9% year over year. The increase in sales is attributable to increased advertising expenditures, which we anticipate will continue to yield new customers into the future. In fiscal 2014 we made significant investments in staff training and education to improve the conversion of prospects and retention of customers. Investments in systems and processes continued to facilitate productivity improvements, resulting in flat to slightly reduced labor costs through the fiscal third quarter. We expanded the number of insurance plans we participate with, including the addition of agreements with Anthem Wellpoint and Aetna, the second- and third-largest commercial insurers in covered lives. To date, we have secured participation in over 30 of the major Marketplace Exchange plans and will continue our efforts to secure the remaining smaller plans.


In fiscal 2014 we paid out $6.3 million in dividends compared with $2.6 million in fiscal 2013. As of September 30, 2014, we had approximately $12.3 million of cash on hand versus $12.5 million at the end of fiscal 2013.


In the first quarter our shares were listed on the NYSE MKT, which we believe has expanded the appeal of and access to the company’s shares. In the third quarter our shares were selected for listing on the Russell Global, Russell 3000 and Russell Microcap indexes, exposing Liberator to a wider range of investors.


Looking forward to fiscal 2015, we continue to see opportunities to increase our marketing reach and grow sales through our direct response advertising campaigns. We will continue to evaluate potential acquisitions and selectively invest our resources. We will focus on our customers and improve their experience with Liberator. We will drive productivity through technological and system enhancements and focus on creating positive returns for our shareholders.


This concludes my remarks and at this time I will take questions from the shareholders present today.