- Current report filing (8-K)
December 10 2009 - 5:12PM
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):
December 4, 2009
SMF
ENERGY CORPORATION
|
(Exact
name of registrant as specified in its
charter)
|
DELAWARE
|
000-21825
|
65-0707824
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
Number)
|
200
W. Cypress Creek Rd., Suite 400
|
Fort
Lauderdale, Florida
|
33309
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(954)
308-4200
(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 (see General Instruction A.2. below):
¨
|
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
8.01.
Other
Events
SMF Energy Corporation (the “Company”)
held its annual meeting of stockholders (the “Annual Meeting”) on December 4 and
December 10, 2009. At the meeting held on December 4, 2010, the
Company’s stockholders: (i) re-elected all seven directors to the Company’s
Board of Directors to serve until the next annual meeting of stockholders or
until their successors are elected; and (ii) ratified the appointment of Grant
Thornton LLP as the Company’s independent registered public accounting firm for
the current fiscal year.
The third
proposal before the Annual Meeting was the proposal (“Proposal 3”) to approve
the Company’s 2009 Equity Incentive Plan (the “Plan”). Because
Proposal 3 was the subject of a proxy statement supplement filed with the
Securities and Exchange Commission on November 24, 2009 (announcing that the
Board of Directors had amended the Plan to (a) decrease the number of shares
reserved under the Plan to 900,000 and (b) reduced the number of shares that
could be granted to any one participant in a single calendar year to 125,000),
the Company’s management was concerned that some of the shareholders,
particularly those who held their shares in “street name”, did not have time to
consider the effect of the amendment to the Plan on their vote by the time
of the December 4 meeting. Accordingly, the Annual Meeting
was adjourned until December 10, 2009, solely for the purpose of permitting
additional or changed votes on Proposal 3 to be cast. After the
December 4 adjournment, the Company’s officers contacted some shareholders to
inform them of the amendment to the Plan but did not make any written
solicitations to stockholders with respect to Proposal 3.
When the Annual Meeting reconvened on
December 10, 2009, with more than 55% of the Company’s stockholders present and
voting on the issue, Proposal 3 was approved by the stockholders.
The
following sets forth the votes cast for, against or withheld, as well as the
number of abstentions, as to each of the proposals presented at the Annual
Meeting:
Election
of Directors:
Nominee
|
For
|
Withheld
|
|
|
|
Richard
E. Gathright
|
6,371,753
|
526,332
|
|
|
|
Wendell
R. Beard
|
6,380,243
|
517,842
|
|
|
|
Steven
R. Goldberg
|
6,387,633
|
510,452
|
|
|
|
Nat
Moore
|
5,241,223
|
1,656,862
|
|
|
|
Larry
S. Mulkey
|
5,243,430
|
1,654,655
|
|
|
|
C.
Rodney O’Connor
|
6,379,524
|
518,561
|
|
|
|
Robert
S. Picow
|
5,243,347
|
1,654,738
|
Ratification
of the appointment of Grant Thornton LLP as the Company’s independent registered
public accounting firm:
For
|
Against
|
Abstain
|
|
|
|
6,804,241
|
29,754
|
64,089
|
Approval
the Company’s 2009 Equity Incentive
Plan, which authorizes the issuance of 900,000 shares of common
stock
:
For
|
Against
|
Abstain
|
|
|
|
2,385,236
|
2,234,487
|
132,261
|
SIGNATURE
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.
Date:
December 10, 2009
|
SMF
ENERGY CORPORATION
|
|
|
|
|
|
By:
/s/ Richard E.
Gathright
|
|
Richard
E. Gathright, Chief Executive
|
|
Officer
and President
|
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