Item 2.02 Results of Operations and Financial Condition.
On January 26, 2017, Nutraceutical International Corporation (“Nutraceutical”) reported results for the fiscal 2017 first quarter ended December 31, 2016. The press release reporting the results is attached to this Form 8-K as Exhibit 99.1.
The press release referenced in this Item 2.02, to the extent that it discusses financial results of Nutraceutical for the quarter ended December 31, 2016, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) On January 23, 2017, Gregory M. Benson, a Class III Director, gave notice of his resignation from the Board of Directors of Nutraceutical effective January 23, 2017.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On January 23, 2017, Nutraceutical held its 2017 Annual Meeting of Stockholders at which Nutraceutical’s stockholders voted on the three proposals identified below.
(b) The final voting results with respect to each proposal voted upon at the 2017 Annual Meeting of Stockholders are set forth below. As of December 5, 2016, the record date for the meeting, Nutraceutical had 9,204,270 shares of common stock issued, outstanding and entitled to vote on the proposals.
Proposal 1 - Election of Two Class I Directors
The stockholders voted to elect the two nominees to the Board of Directors, as set forth below:
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For
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%
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Withheld
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%
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Broker Non-Votes
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Jeffrey A. Hinrichs
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7,467,875
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95.5
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353,824
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4.5
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765,231
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J. Kimo Esplin
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7,163,716
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91.6
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657,983
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8.4
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765,231
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There were no abstentions in the election of directors.
Proposal 2 - Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2017
The stockholders voted to ratify the selection of PricewaterhouseCoopers LLP as Nutraceutical’s independent registered public accounting firm for the fiscal year ending September 30, 2017 as set forth below:
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For
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%
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Against
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%
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Abstentions
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%
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8,524,945
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99.3
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56,154
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.7
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5,831
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—
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Proposal 3 - Advisory Vote on Named Executive Officer Compensation
The stockholders approved, on an advisory basis, Nutraceutical’s compensation of its named executive officers, as set forth below:
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For
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%
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Against
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%
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Abstentions
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%
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Broker Non-Votes
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7,701,705
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98.5
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111,915
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1.4
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8,079
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0.1
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765,231
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