Current Report Filing (8-k)
May 26 2017 - 12:31PM
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):
May 25, 2017
RELIV’ INTERNATIONAL, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
000-19932
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37-1172197
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(Commission File Number)
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(IRS Employer Identification No.)
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136 Chesterfield Industrial Boulevard
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Chesterfield, Missouri 63005
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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:
(636) 537-9715
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 (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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¨
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
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Emerging growth company
¨
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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The Annual Meeting of Stockholders of Reliv
International, Inc. (the “Company”) was held on Thursday, May 25, 2017 at 9:00 a.m. Central Daylight Savings Time at
the corporate headquarters of the Company located at 136 Chesterfield Industrial Boulevard, Chesterfield, Missouri.
The following actions were submitted and
approved by a vote of the stockholders of the Company:
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1.
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Election of five directors.
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2.
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Approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to reduce our authorized
shares.
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3.
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Approval of the 2017 Incentive Stock Plan.
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4.
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Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company
for 2017.
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Stockholders of record at the close of business
on March 17, 2017 were entitled to vote. A total of 1,568,510 shares were represented by proxy or in person at the Annual Meeting,
which constituted more than 84% of the Company’s issued and outstanding shares of common stock. These shares were voted on
the matters presented at the Annual Meeting as follows:
1. For the election of directors:
Name
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For
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Against
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Abstentions and
Broker Non-Votes
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Robert L. Montgomery
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996,163
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61,809
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510,538
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Carl W. Hastings
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1,019,612
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40,325
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508,573
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John B. Akin
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1,003,437
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53,874
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511,199
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Robert M. Henry
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1,005,294
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54,041
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509,175
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John M. Klimek
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1,033,335
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25,208
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509,967
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2. Approval of the amendment to the Company’s Second Amended and Restated Certificate of Incorporation to reduce our authorized shares.
For
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Against
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Abstentions and
Broker Non-Votes
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1,055,975
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3,272
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509,263
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3. Approval of the 2017 Incentive Stock Plan.
For
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Against
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Abstentions and
Broker Non-Votes
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937,409
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121,355
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509,746
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4. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for 2017.
For
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Against
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Abstentions
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1,559,273
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6,510
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2,727
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, Relìv International, Inc. has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized, in the City of Chesterfield, State of Missouri, on May 26, 2017.
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RELIV’ INTERNATIONAL, INC.
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By:
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/s/ Steven D. Albright
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Steven D. Albright
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Chief Financial Officer
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