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 17, 2019

 

Milestone Scientific Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware
(State or other jurisdiction
of incorporation)

 

001-14053
(Commission
File Number)

 

13-3545623
(IRS Employer
Identification No.)

 

 

 

220 South Orange Avenue,

Livingston Corporate Park 
Livingston, New Jersey
(Address of principal executive offices)

 

070340
(Zip Code)

 

Registrant’s telephone number, including area code (973) 535-2717

 

(Former name or former address, if changed since last report.)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.001 per share

MLSS

NYSE American

 

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 Instructions 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))

 

 

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

 

The 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Milestone Scientific Inc. (the “Company”) was held on December 17, 2019. At the Annual Meeting, the Company’s stockholders:

 

 

o

Elected six directors to serve until the next annual meeting of the Company’s stockholders or until their respective successors have been duly elected and qualified;

 

o

Approved an amendment to the Company's restated certificate of incorporation to increase the authorized number shares of Common Stock from 50,000,000 to 75,000000.

 

o

Approved,on an advisory basis, a non-binding resolution relating to compensation paid to Company's Executive Officers:

 

o

Recommend, on an advisory basis, a frequency of holding a non-binding resolution on executive compensation every three years; and

 

o

Ratified the appointment of Friedman LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019.

 

The number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each Proposal is set forth below.

 

PROPOSAL #001      ELECTION OF DIRECTORS INCLUDING DIRECTOR EXCEPTIONS

     
 

SHARES FOR

SHARES WITHHELD

BROKER NON VOTES

LESLIE BERNHARD

25,161,277

75,311

12,641,655

LEONARD OSSER

25,161,152

75,436

12,641,655

LEONARD SCHILLER

25,161,352

75,236

12,641,655

MICHAEL MCGEEHAN

25,161,127

75,461

12,641,655

GIAN DOMENICO TROMBETTA

25,159,289

77,299

12,641,655

NEAL GOLDMAN

25,159,381

77,207

12,641,655

 

 

 

SHARES FOR

SHARES AGAINST

SHARES ABSTAINING

BROKER NON VOTES

PROPOSAL #002 TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

24,745,423

481,053

10,112

12,641,655

         
 

SHARES FOR

SHARES AGAINST

SHARES ABSTAINING

BROKER NON VOTES

PROPOSAL #003 APPROVE, ON AN ADVISORY BASIS, EXECUTIVE COMPENSATION

24,931,545

286,077

18,966

12,641,688

         
 

1 YEAR

2 YEAR

3 YEARS

ABSTAIN

PROPOSAL #004 FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION

7,605,965

102,876

17,517,738

10,009

         
 

SHARES FOR

SHARES AGAINST

SHARES ABSTAINING

BROKER NON VOTES

PROPOSAL #005 RATIFY FRIEDMAN LLP AS INDEPENDENT AUDITORS

37,347,374

420,521

110,348

-

 

 

 
 

 

 

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.

 

 

 

 

 

 

 

Milestone Scientific Inc.
 

 

Dated: December 19, 2019

By:  

/s/ Joseph D’Agostino 

 

 

 

Joseph D’Agostino 

 

 

 

Chief Financial Officer

 

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