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WHLM > SEC Filings for WHLM > Form 8-K on 13-Feb-2012All Recent SEC Filings

Show all filings for WILHELMINA INTERNATIONAL, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WILHELMINA INTERNATIONAL, INC.


13-Feb-2012

Submission of Matters to a Vote of Security Holders


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

(a)-(b) On February 7, 2012, Wilhelmina International, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting").

The following sets forth information regarding the final results of the voting at the Annual Meeting:

Proposal 1: Election of Directors. The Company's stockholders elected the seven director nominees recommended for election, each to serve until the Company's next annual meeting of stockholders and until their successors are duly elected and qualify. The following is a breakdown of the voting results:

     Director          Votes For   Votes Withheld Abstentions Broker Non-Votes
     Mark Schwarz      104,974,560 18,700         183,115     25,015,507
     Horst-Dieter Esch 104,784,210 209,150        183,115     25,015,507
     Brad Krassner     104,784,210 209,150        183,115     25,015,507
     Clinton Coleman   104,984,610 8,650          183,115     25,015,507
     James Dvorak      104,983,910 9,350          183,115     25,015,507
     Mark Pape         104,984,610 8,650          183,115     25,015,507
     James Roddey      104,978,110 15,150         183,115     25,015,507

Proposal 2: Authority to Effect a Reverse Split. The Company's stockholders approved a proposal to grant authority to the Company's Board of Directors to effect at any time prior to December 31, 2012 a reverse stock split of the Company's common stock (the "Common Stock") at a ratio within the range from one-for-ten to one-for-forty, with the exact ratio to be set at a whole number within this range to be determined by the Board of Directors in its discretion (the "Reverse Stock Split Ratio"). The following is a breakdown of the voting results:

Votes For Votes Against Abstentions Broker Non-Votes 119,096,569 5,119,014 55,473 0

Proposal 3: Reduction of Authorized Shares in connection with Reverse Split. The Company's stockholders approved a proposal to amend the Company's Certificate of Incorporation to reduce the number of authorized shares of the Common Stock in proportion with the Reverse Stock Split Ratio. The following is a breakdown of the voting results:

Votes For Votes Against Abstentions Broker Non-Votes 120,003,106 3,911,793 356,156 0

Proposal 4: Approval of 2011 Incentive Plan. The Company's stockholders approved the Company's 2011 Incentive Plan. The following is a breakdown of the voting results:

Votes For Votes Against Abstentions Broker Non-Votes 99,021,185 756,740 5,398,450 25,015,507

Proposal 5: Ratification of Appointment of Burton McCumber & Cortez L.L.P. as Independent Registered Public Accountants. The Company's stockholders ratified the appointment of Burton McCumber & Cortez L.L.P. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2011. The following is a breakdown of the voting results:

Votes For Votes Against Abstentions Broker Non-Votes 123,323,281 291,967 655,809 0


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