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): November 12, 2020

______________________________

LIFEVANTAGE CORPORATION

(Exact name of registrant as specified in its charter)

______________________________

Delaware

001-35647

90-0224471

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(IRS Employer
Identification No.)

9785 S. Monroe Street, Suite 400

Sandy, Utah 84070

(Address of principal executive offices, including zip code)

(801) 432-9000

(Registrant's telephone number)

_____________________________

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))

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

Common Stock, par value $0.0001

LFVN

The Nasdaq Stock Market LLC

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In conjunction with the fiscal 2021 annual meeting of stockholders held on November 12, 2020 (the “Annual Meeting”) of LifeVantage Corporation (the “Company”), the Company’s stockholders approved an amendment to the 2017 Long-Term Incentive Plan (the “Plan”) to increase the number of shares of the Company’s common stock available for issuance under the Plan by 650,000 shares, as described in the Company’s proxy statement for the Annual Meeting and other soliciting materials filed with the Securities and Exchange Commission, (the “Amended Plan”).

A copy of the Amended Plan is filed as Exhibit 10.1 to this report and incorporated herein by reference.


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

The Company held the Annual Meeting on November 12, 2020. Of the 14,241,776 shares of the Company’s common stock outstanding as of the record date, 12,104,683 shares, or 84.99% were represented at the Annual Meeting either in person or by proxy. The following proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting:

1. To elect the following six director nominees to the Company’s board of directors to hold office until the Company’s fiscal 2022 annual meeting of stockholders or until their respective successors are elected and qualified: Mr. Michael A. Beindorff, Ms. Erin Brockovich, Mr. Raymond B. Greer, Mr. Vinayak R. Hegde, Mr. Darwin K. Lewis, and Mr. Garry Mauro.

2. To approve an amendment to the 2017 Long-Term Incentive Plan;

3. To approve, on an advisory basis, a resolution approving the compensation of the Company’s named executive officers; and

4. To ratify the selection of WSRP, LLC as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2021.

The proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2020.

The final voting results of each proposal were as follows:

Proposal 1 – Election of Directors: The Company’s stockholders elected each of the six director nominees listed above to the Company’s board of directors to serve until the Company’s fiscal 2022 annual meeting of stockholders or until their respective successors are elected and qualified. Votes cast were as follows:


	For	Against	Abstain	Broker Non-Votes
Mr. Michael A. Beindorff	7,219,038	703,788	10,778	4,171,079
Ms. Erin Brockovich	7,385,811	544,349	3,444	4,171,079
Mr. Raymond B. Greer	7,214,863	700,698	18,043	4,171,079
Mr. Vinayak R. Hegde	7,568,122	354,924	10,558	4,171,079
Mr. Darwin K. Lewis	7,418,623	504,067	10,914	4,171,079
Mr. Garry Mauro	7,266,611	656,409	10,584	4,171,079

Proposal 2 – Amendment to the 2017 Long-Term Incentive Plan: The Company’s stockholders approved the amendment to the 2017 Long-Term Incentive Plan. Votes cast were as follows:


For	Against	Abstain	Broker Non-Votes
6,641,319	1,275,752	16,533	4,171,079

Proposal 3 – Approval of Compensation of the Company’s Named Executive Officers. The Company’s stockholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers. Votes cast were as follows:


For	Against	Abstain	Broker Non-Votes
6,428,181	1,476,704	28,719	4,171,079

Proposal 4 – Ratification of Selection of Independent Registered Public Accounting Firm: The Company’s stockholders ratified the selection of WSRP, LLC as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021. Votes cast were as follows:


For	Against	Abstain
11,966,679	75,468	62,536


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
10.1			LifeVantage Corporation 2017 Long-Term Incentive Plan, as amended.

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 thereunto duly authorized.



Date: November 17, 2020			LIFEVANTAGE CORPORATION By: /s/ Steven R. Fife Name: Steven R. Fife Title: Interim President and Chief Executive Officer, Chief Financial Officer