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Quotes & Info
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| IVD > SEC Filings for IVD > Form 8-K on 15-Jun-2012 | All Recent SEC Filings |
15-Jun-2012
Change in Directors or Principal Officers, Submission of Matters to a Vote o
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.
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
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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
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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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