Current Report Filing (8-k)
July 07 2015 - 05:28PM
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): 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 | |
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.
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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