Current Report Filing (8-k)

Date : 05/24/2019 @ 8:18PM
Source : Edgar (US Regulatory)
Stock : ProPhase Labs Inc (PRPH)
Quote : 1.74  -0.01 (-0.57%) @ 11:00PM
ProPhase Labs share price Chart

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): May 22, 2019

 

PROPHASE LABS, INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware   0-21617   23-2577138
(State or other jurisdiction
of incorporation)
  (Commission
file number)
  (I.R.S. Employer
Identification No.)

 

621 N. Shady Retreat Road, Doylestown, PA, 18901

(Address of principal executive offices)

 

(Registrant’s telephone number, including area code): (215) 345-0919

 

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-2)
   
[  ] 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 Exchange Act:

 

Title of Each Class

 

Trading Symbol

  Name of Each Exchange on Which Registered
Common Stock, par value $0.0005   PRPH   Nasdaq Capital Market

 

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.

 

On May 22, 2019, ProPhase Labs, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date of April 16, 2019, the Company had 11,560,256 shares of common stock, par value $0.0005 per share (the “Common Stock”), outstanding and entitled to vote at the Annual Meeting. The holders of 11,517,848 shares of Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the Company’s stockholders voted on the following four proposals and cast their votes as described below.

 

Proposal 1. Election of Directors

 

Each of the nominees for election to the board of directors was elected to hold office for a one-year term and until their respective successors are elected and qualified by the following votes:

 

Name     For     Withheld     Broker
Non-Votes
 
Ted Karkus       8,404,407       23,699       3,089,742  
Jason Barr       8,398,562       29,544       3,089,742  
Louis Gleckel, MD       8,254,443       173,663       3,089,742  
Warren Hirsch       8,404,762       23,344       3,089,742  

 

Proposal 2. Ratification of the Appointment of Independent Auditors

 

The ratification of the appointment by the Audit Committee of the board of directors of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was approved by the following vote:

 

For     Against     Abstain     Broker
Non-Votes
 
  11,396,842       35,394       85,612       0  

 

Proposal 3. Advisory Vote to Approve the Compensation of Named Executive Officers (“Say on Pay” Vote)

 

The compensation of the Named Executive Officers was approved by the following vote:

 

For     Against     Abstain     Broker
Non-Votes
 
  8,363,209       56,710       8,187       3,089,742  

 

 

Proposal 4. Advisory Vote on the Frequency of Future Say on Pay Votes

 

A majority of the stockholders of the Company selected 3 years as the appropriate frequency for holding future Say on Pay Votes.

 

1 Year     2 Years     3 Years     Abstain    

Broker

Non-Votes

 
  1,147,848       4,501       7,272,448       3,309       3,089,742  

 

Based on these results, and consistent with the board of directors’ recommendation, the board of directors has determined that the Company will continue to hold an advisory vote on executive compensation every three years, with the next vote occurring at the annual meeting of stockholders in 2022.

 

Item 8.01 Other Events

 

Following his election to the board of directors at the Annual Meeting, Mr. Hirsch was appointed as a member of each of the committees of the board of directors, and as the Chairman of the Audit Committee of the board of directors. As a result of his appointment to the Audit Committee, the Company’s Audit Committee is now comprised of three independent directors, as defined in the Nasdaq Listing Rules, and the Company. The Company has notified Nasdaq that is has regained compliance with Rule 5605(c)(2)(A) of the Nasdaq Listing Rules.

 

     
     

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ProPhase Labs, Inc.
     
  By: /s/ Monica Brady
    Monica Brady
    Chief Financial Officer

 

Date: May 24, 2019

 

     
     

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