Form: 8-K

Current report filing

April 26, 2019


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)   April 23, 2019

 

REPRO MED SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

New York

0-12305

13-3044880

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


24 Carpenter Road, Chester, New York

10918

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code   (845) 469-2042

 

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):

 

[  ]  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


Set forth below are the final voting results from the 2019 Annual Meeting of Shareholders of Repro Med Systems, Inc. (the “Company”) held on April 23, 2019: For more information on the following proposals, see the Company’s proxy statement for the 2019 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 8, 2019.


PROPOSAL 1:  ELECTION OF DIRECTORS


The nominees for director set forth under “Nominees” below were elected to the Company’s board of directors.


 

NUMBER OF SHARES

NOMINEES

FOR

WITHHELD

BROKER NON-VOTE

Daniel S. Goldberger

24,851,975

87,554

8,842,600

Arthur J. Radin

24,851,975

87,554

8,842,600

David W. Anderson

24,851,975

87,554

8,842,600

Joseph M. Manko, Jr.

23,952,275

987,254

8,842,600

Robert T. Allen

24,851,975

87,554

8,842,600

James M. Beck

24,851,975

87,554

8,842,600

Kathy S. Frommer

24,851,975

87,554

8,842,600


PROPOSAL 2:  ADVISORY VOTE - EXECUTIVE COMPENSATION


The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.


 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

Number of Shares

23,698,056

126,423

1,115,050

8,842,600


PROPOSAL 3:  RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS


The Company’s shareholders ratified the appointment of McGrail Merkel Quinn & Associates, P.C. as the Company’s independent registered public accountants for the 2019 fiscal year.


 

FOR

AGAINST

ABSTAIN

Number of Shares

33,466,289

39,232

276,608


PROPOSAL 4:  APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF FUTURE VOTES ON EXECUTIVE COMPENSATION


The Company’s shareholders approved, on an advisory basis, the frequency of future advisory votes on executive compensation of One Year.  In light of such vote, the Company will include a shareholder vote on executive compensation in its proxy materials each year.


 

1 YEAR

2 YEARS

3 YEARS

ABSTAIN

BROKER NON-VOTE

Number of Shares

23,607,684

325,676

83,619

922,550

8,842,600


PROPOSAL 5:  APPROVAL TO INCREASE THE MAXIMUM NUMBER OF SHARES THAT MAY BE AWARDED UNDER THE 2015 STOCK OPTION PLAN


The Company’s shareholders approved to increase the maximum number of shares that may be awarded under the 2015 Stock Option Plan from 4,000,000 to 6,000,000.


 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

Number of Shares

23,291,537

1,514,117

131,875

8,842,600


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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.


 

REPRO MED SYSTEMS, INC.
(Registrant)

 

 

 

Date:  April 26, 2019

By:

/s/ Karen Fisher

 

Karen Fisher
Chief Financial Officer


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