Current Report Filing (8-k)

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): February 27, 2019

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 2018 annual meeting of shareholders (the “Annual Meeting”) on February 27, 2019. A total of 151,694,418 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		104,236,301		4,029,929		43,428,188
John F. Beaudette		104,369,106		3,897,124		43,428,188
Henry C. Beinstein		103,779,563		4,486,667		43,428,188
Phillip Frost, M.D.		101,701,630		6,564,600		43,428,188
Dr. Richard M. Krasno		103,900,109		4,366,121		43,428,188
Richard J. Lampen		102,829,758		5,436,472		43,428,188
Steven D. Rubin		101,299,564		6,966,666		43,428,188
Mark Zeitchick		102,691,468		5,574,762		43,428,188

2. The appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for fiscal 2019 was ratified, as follows:

For		Against				Abstain				Broker Non-Votes
147,289,699			3,228,310				1,176,409				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
102,627,319			5,462,123				176,788				43,428,188

4. The Company’s shareholders approved, on an advisory basis, the holding of future advisory votes on say on pay every year, as follows:

One Year		Two Years				Three Years				Abstain
104,972,926			81,212				1,131,784				2,080 ,308

In accordance with its prior recommendation that an advisory vote on the compensation of the Company’s named executive officers occur every year and the shareholder voting results at the Annual Meeting, in which one year received a majority of the votes cast, the board of directors of the Company has determined that future advisory votes on the compensation of the Company’s named executive officers will occur every year until the next advisory vote regarding frequency.

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 1 , 2019	By:	/s/ Alfred J. Small
	Name:	Alfred J. Small
	Title:	Senior Vice President, Chief Financial Officer, Treasurer & Secretary