ROX Castle Brands Inc

 

 

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): March 1, 2018

 

 

Castle Brands Inc.

(Exact name of registrant as specified in its charter)

 

 

Florida		001-32849		41-2103550
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

122 East 42nd Street, Suite 5000, New York, New York		10168
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (646) 356-0200

 

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))

 

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).

 

Emerging growth company [  ]

 

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. [  ]

 

 

 

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

 

Castle Brands Inc., a Florida corporation (the “Company”), held its 2017 annual meeting of shareholders on March 1, 2018. A total of 145,449,218 shares of common stock of the Company were present or represented at the meeting, constituting a quorum.

 

Listed below are the matters voted upon and the final results of such voting:

 

1. All of the nominees for director were elected, each to hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified, as follows:

 

Name		For		Withheld		Broker Non-Votes
Mark Andrews		100,838,920		2,221,075		42,389,223
John F. Beaudette		101,893,237		1,166,758		42,389,223
Henry C. Beinstein		101,758,527		1,301,468		42,389,223
Phillip Frost, M.D.		95,956,122		7,103,873		42,389,223
Dr. Richard M. Krasno		101,751,262		1,308,733		42,389,223
Richard J. Lampen		100,834,072		2,225,923		42,389,223
Steven D. Rubin		96,427,046		6,632,949		42,389,223
Mark Zeitchick		97,513,610		5,546,385		42,389,223

 

2. The appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for fiscal 2018 was ratified, as follows:

 

For		Against		Abstain		Broker Non-Votes
144,391,978		665,782		391,458		0

 

3. The compensation of the Company’s named executive officers was approved, on an advisory basis, as follows:

 

For		Against		Abstain		Broker Non-Votes
101,101,702		1,615,031		343,262		42,389,223

 

 

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.

 

	Castle Brands Inc.
March 5, 2018	By:	/s/ Alfred J. Small
	Name:	Alfred J. Small
	Title:	Senior Vice President, Chief Financial Officer, Treasurer & Secretary