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):

 

June 17, 201 6  

   

Torvec, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

 

     

New York

000-24455

16-1509512

_____________________
(State or other jurisdiction

_____________
(Commission

______________
(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

     

 

1999 Mt. Read Blvd, Bldg. 3, Rochester,

New York

 

 

 

14615

_________________________________
(Address of principal executive offices)

 

___________
(Zip Code)

     

Registrant’s telephone number, including area code:

 

585-254-1100

     

Not Applicable
______________________________________________
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))

   

 
 

 

 

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

 

On June 16, 2016, Torvec, Inc. held its annual shareholders meeting (“Annual Meeting”) for its common and voting preferred shareholders. At the Annual Meeting, the Company’s shareholders voted on each of the matters described below.

 

1. The Company’s shareholders elected ten directors, all of whom constitute the Company’s entire board of directors, to serve for a term of one year and until their successors are duly elected and qualified. The number of shares that (a) voted for the election of each director and (b) withheld authority to vote for each director and the number of broker non-votes are set forth in the table below.

 

Director Nominee

Votes For

Votes

Withheld

Broker

Non-Votes

Thomas F. Bonadio

57,942,881

232,422

21,780,793

William W. Destler

57,905,731

269,572

21,780,793

Asher J. Flaum

57,862,620

312,683

21,780,793

Keith E. Gleasman

57,839,837

335,466

21,780,793

John W. Heinricy

57,892,231

283,072

21,780,793

Richard A. Kaplan

58,032,881

142,422

21,780,793

Thomas J. Labus

57,940,081

235,222

21,780,793

Charles N. Mills

57,943,248

232,055

21,780,793

E. Philip Saunders

57,905,031

270,272

21,780,793

Gary A. Siconolfi

57,742,181

433,122

21,780,793

 

 

 

2. The Company’s shareholders approved the proposal to change the name to CurAegis Technologies, Inc. The number of shares that voted for, against or abstained from voting for the vote on the change to the Company’s name, and the number of broker non-votes, are summarized in the table below

 

Votes For

Votes Against

Abstentions

Broker on-votes

77,848,070

2,051,117

56,907

21,780,793

 

 

3. The Company’s shareholders approved the proposal to authorize the 2016 Stock Option Plan and the reservation of 3,000,000 shares of the companies $0.01 par value common stock for issuance upon the exercise of options granted thereunder. The number of shares that voted for, against or abstained from voting for the vote on the authorization of the 2016 Stock option Plan and the number of broker non-votes, are summarized in the table below

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

57,309,772

598,981

266,550

21,780,793

 

 

4. The Company’s shareholders approved the Company’s executive officer compensation programs in effect for the 2016 calendar year. The number of shares that voted for, against or abstained from voting for the advisory vote on the Company’s executive officer compensation programs for the 2016 calendar year, and the number of broker non-votes, are summarized in the table below.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

57,551,303

568,111

55,889

21,780,793

 

 
 

 

 

5. The Company’s shareholders ratified the appointment of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The number of shares that voted for, against or abstained from voting for the ratification of the appointment of Freed Maxick CPAs, P.C. are summarized in the table below.

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

79,789,125

117,005

49,966

21,780,793

 

Item 8.01

Other Events.

 

Previously in advance of the Annual Meeting, the board of directors met and took the actions described below.

 

Committee Assignments – The board of directors determined the composition of each committee of the board of directors as follows, with the Chair for the current year as indicated:

 

Audit Committee:

 

Thomas F. Bonadio – Chair

 

E. Philip Saunders

 

Asher J. Flaum

 

Nominating Committee:

 

Gary A. Siconolfi – Chair

 

Asher J. Flaum

 

Thomas J. Labus

 

Governance and Compensation Committee:

 

William W. Destler - Chair

 

Charles N. Mills

 

John W. Heinricy

 

Officer Positions – The board of directors has elected the following corporate officers to hold the offices or positions noted for the forthcoming year:

 

 

Board Chair: 

Gary A. Siconolfi

 

Chief Executive Officer:  

Richard A. Kaplan

 

President and VP – Marketing:

Keith E. Gleasman

  Chief Financial Officer: Kathleen Browne

 

 
3

 

 

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.

 

   

Torvec, Inc.

         

June 1 7 , 201 6

 

By:

 

/s/ Kathleen A. Browne

       


         
       

Kathleen A. Browne

Chief Financial Officer 

 

 

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