Current Report Filing (8-k)
July 20 2016 - 3:58PM
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 19, 2016
MamaMancini’s
Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-28629
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27-067116
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
No.)
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(I.R.S.
Employer
Identification
No.)
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25
Branca Road, East Rutherford, NJ
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07073
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (201) 532-1212
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 (see General Instruction A.2. below):
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[ ]
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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-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item
5.07
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Submission
of Matters to a Vote of Security Holders
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Item
9.01
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Financial
Statements and Exhibits
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SIGNATURES
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Item
5.07 Submission of Matters to a Vote of Security Holders
MamaMancini’s
Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders on June 22, 2016, which was adjourned on that
date and reconvened on July 19, 2016. Including voting Preferred Shares, there were 28,755,358 outstanding shares eligible to
vote as of May 23, 2016, the record date for the Annual Meeting and 17,927,230 shares were present either in person or by proxy
at the meeting (which represented approximately 62% of the issued and outstanding shares eligible to vote). At the meeting, the
following actions were taken:
(i)
The Company’s shareholders elected seven directors to the Company’s Board of Directors for terms expiring at the Annual
Meeting in the year 2017. The directors elected, as well as the number of votes cast for each individual are set forth below:
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Nominee
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Votes For
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% Voted For
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Carl Wolf
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16,998,496
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95
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%
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Matthew Brown
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16,998,496
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95
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%
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Steven Burns
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16,970,329
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95
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%
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Alfred D’Agostino
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16,998,496
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95
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%
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Thomas Toto
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16,998,496
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95
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%
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Dan Altobello
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16,998,496
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95
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%
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Dean Janeway
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16,998,496
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95
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%
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(ii)
The Company’s shareholders approved a proposal to ratify the Audit Committee’s appointment of Rosenberg Rich Baker
Berman and Company, Certified Public Accountants as the Company’s independent registered public accounting firm for the
year ending January 31, 2017, with the following votes:
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Amount
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Votes for approval:
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17,769,023
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Votes against:
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155,522
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% Voted for approval
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99
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%
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% Voted against approval:
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0.54
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%
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Abstentions:
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2,685
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% Abstentions:
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0.00
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%
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(iii)
The Company’s shareholders gave an advisory approval of the compensation of the Company officers, as described in the
“
Executive
Compensation
”
section of the proxy statement with the following votes:
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Amount
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Votes for approval:
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16,770,339
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Votes against:
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208,746
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% Voted for approval
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94
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%
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% Voted against approval:
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0.73
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%
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Abstentions:
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2,000
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% Abstentions:
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0.00
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%
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(iii)
The Company’s shareholders approved an “every two years” frequency for ongoing advisory approval of executive
compensation with the following votes:
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Amount
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Votes for “every two years”:
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16,493,563
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Votes for other options:
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96,092
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% Voted for “every two years”
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92
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%
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% Voted for other options:
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0.33
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%
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Abstentions:
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26,842
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% Abstentions:
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0.01
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%
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Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
None.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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MamaMancini’s
Holdings, Inc.
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By:
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/s/
Carl Wolf
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Name:
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Carl
Wolf
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Title:
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Chief
Executive Officer
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Dated:
July 20, 2016
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