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IVD > SEC Filings for IVD > Form 8-K on 15-Jun-2012All Recent SEC Filings

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Form 8-K for IVAX DIAGNOSTICS INC


15-Jun-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote o


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

On June 15, 2012, IVAX Diagnostics, Inc. (the "Company") and Kevin D. Clark agreed to continue Mr. Clark's current roles as the Company's President, Chief Executive Officer and Chief Operating Officer without a definitive expiration date, such that Mr. Clark's existing employment is no longer scheduled to come to an end on June 30, 2012, as previously disclosed.

The type of Mr. Clark's employment as the Company's President, Chief Executive Officer and Chief Operating Officer beyond June 30, 2012, which was unanimously approved on June 15, 2012 by the Compensation Committee and the Board of Directors of the Company, continues to be 'at-will', without any employment agreement,and may be terminated by Mr. Clark or the Company at any time.



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

The 2012 Annual Meeting of Stockholders of the Company was held on June 15, 2012. At the Annual Meeting, the Company's stockholders voted on two matters with the following results.

1. The Company's stockholders elected two directors to the Company's Board of Directors, each to serve for a three-year term expiring at the Company's 2015 Annual Meeting of Stockholders. The two director nominees were elected by the Company's stockholders by the following votes:

                       Votes       Votes      Broker
Director                For       Withheld   Non-Votes

Gerald E. Gallwas    28,844,434    50,577    4,545,421
David M. Templeton   28,844,000    51,011    4,545,421

2. The Company's stockholders approved the amendment of the Company's Amended and Restated Certificate of Incorporation changing the Company's name to "ERBA Diagnostics, Inc." The Company's stockholders voted as follows:

                       Votes       Votes                 Broker
                        For       Against   Abstained   Non-Votes

                     33,275,589   164,343      500          0



Item 8.01 Other Events.

The Company announced today that its corporate name has been changed to "ERBA Diagnostics, Inc." As discussed above, the name change was approved by the Company's stockholders at the Annual Meeting of Stockholders held on June 15, 2012. The Company's Board of Directors previously approved the name change, and recommended that the Company's stockholders approve the name change.

The Company's Board of Directors believes that the name change would be in the best interests of the Company and its stockholders. The new name would reflect the strong relationship that the Company enjoys with its majority stockholder - ERBA Diagnostics Mannheim GmbH, an emerging multi-national company operating in the core business segment of in vitro diagnostics.

In connection with the name change, the ticker symbol of the Company's common stock, par value $0.01, on the NYSE MKT (formerly known as the NYSE Amex) will change from "IVD" to "ERB." Trading under the new ticker symbol, "ERB," is planned to begin at market-open on Monday, June 18, 2012.

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