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): July 7, 2015

 

VAPOR CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36469   84-1070932
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   Identification No.)

 

3001 Griffin Road

Dania Beach, Florida 33312

(Address of Principal Executive Office) (Zip Code)

 

(888) 766-5351

(Registrant’s telephone number, including area code)

 

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))

 

 

 

 
   

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 7, 2015, the Board of Directors of Vapor Corp. (the “Company”), after the Annual Meeting of Shareholders described below, appointed Nikhil Raman as a director. Mr. Raman was also appointed to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Company as an independent director in conformity with the Nasdaq Stock Market Rules.

 

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

 

On July 7, 2015, the Company held its Annual Meeting of Shareholders at which the Company’s shareholders elected the members of the Company’s Board of Directors to serve until the Company’s next Annual Meeting of Shareholders and voted on a number of additional proposals which were described in greater detail in the Company’s definitive proxy materials filed with the Securities and Exchange Commission on May 22, 2015, as supplemented. Voting results were as follows:

 

Proposal 1. Election of Directors

 

The Company’s shareholders elected four individuals to the Company’s Board of Directors for the succeeding year or until their successors are duly qualified and elected as set forth below:

 

Nominee  Votes For   Votes Withheld   Broker Non-Votes 
             
Jeffrey Holman   10,556,265    2,009,915    11,386,349 
                
Gregory Brauser   11,842,326    723,854      
                
William C. Conway III   11,845,893    720,287      
                
Daniel MacLachlan   11,862,514    703,666      

 

As previously disclosed, Ms. Angela Courtin resigned as a director prior to the Annual Meeting of Shareholders.

 

Proposal 2. Approval and Ratification of the 2015 Equity Incentive Plan

 

The Company’s shareholders approved and ratified the Company’s 2015 Equity Incentive Plan as set forth below:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 11,300,381    1,168,573    97,226    11,385,349 

 

Proposal 3. Shareholder Advisory Vote on Named Executive Officer Compensation

 

The Company’s shareholders cast their votes with respect to the advisory vote to approve executive compensation as set forth below:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 11,225,733    1,238,429    102,018    11,385,349 

 

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Proposal 4. Shareholder Advisory Vote on Frequency of Advisory Vote

 

The Company’s shareholders cast their votes with respect to the advisory vote on the frequency of the approval of executive compensation as set forth below:

 

1 Year   2 Years   3 Years   Abstentions 
 2,927,086    874,500    8,709,021    55,573 

 

The Board of Directors has determined that the Company shall have an advisory shareholder vote on executive officer compensation every three years.

 

Proposal 5. Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2015

 

The Company’s shareholders ratified the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 as set forth below:

 

Votes For   Votes Against   Abstentions 
 22,354,067    961,898    635,564 

 

Proposal 6. Approval of an amendment to the Company’s Certificate of Incorporation to increase the authorized shares of common stock to 150,000,000 shares.

 

The Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation to increase the authorized shares of common stock to 150,000,000 shares as set forth below:

 

Votes For   Votes Against   Abstentions 
 21,110,629    2,320,568    520,332 

 

Proposal 7. Approval of an amendment to the Company’s Certificate of Amendment to effect a Reverse Stock Split.

 

The Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation to effectuate the following reverse stock splits as set forth below:

 

Split Ratio  Votes For   Votes Against   Abstentions 
1 for 2   21,917,208    1,934,659    99,662 
1 for 5   21,412,868    2,442,686    95,975 
Between 1 for 2 and 1 for 5   21,338,425    2,457,626    155,478 

 

Item 8.01. Other Events.

 

On July 7, 2015, the Company filed an amendment to its Certificate of Incorporation to effectuate a one-for-five reverse stock split and to increase its authorized common stock to 150,000,000 shares of common stock. The amendments will be effective on July 8, 2015 at 11:59 pm.

 

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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.

 

  VAPOR CORP.
     
Date: July 7, 2015 By: /s/ James Martin
  Name: James Martin
  Title:  Chief Financial Officer

 

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