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JVA > SEC Filings for JVA > Form 8-K on 15-Apr-2013All Recent SEC Filings

Show all filings for COFFEE HOLDING CO INC | Request a Trial to NEW EDGAR Online Pro



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

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

As further described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders (the "Annual Meeting") of Coffee Holding Co., Inc. ("Coffee Holding") held on April 11, 2013, Coffee Holding's stockholders approved the adoption of the Coffee Holding Co., Inc. 2013 Equity Compensation Plan (the "2013 Plan").

The terms and conditions of the 2013 Plan and information pertaining to the participants in the 2013 Plan are described in detail in Proposal 3 of Coffee Holding's proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission (the "SEC") on February 28, 2013, and is available at the SEC's website at, and such description is incorporated by reference herein. The full text of the 2013 Plan was included as Annex A in Coffee Holding's proxy statement and is incorporated by reference.

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

On April 11, 2013, Coffee Holding held its Annual Meeting. The matters voted on at the Annual Meeting were: (1) the election of directors; (2) the ratification of the appointment of ParenteBeard as our independent registered public accounting firm; (3) the 2013 Equity Compensation Plan; (4) the approval of the advisory vote on executive compensation; and (5) the frequency of advisory votes on executive compensation. The final voting results were as follows:

1. The election of each of Gerard DeCapua and Robert M. Williams to hold office for a term of three years, until his successor is duly elected and qualified or he is otherwise unable to complete his term.

The votes were cast for this matter as follows:

     Nominee          Votes For     Votes Withheld   Abstentions
Gerard DeCapua       3,396,109.87     75,109.61           0
Robert M. Williams   3,413,890.64     57,328.84           0

2. The proposal to ratify the appointment of ParenteBeard as the Company's independent registered public accounting firm for our fiscal year ending October 31, 2013 was approved based upon the following votes:

Votes For Votes Withheld Abstentions Broker Non-Votes 3,450,271.14 10,598.34 10,350.00 0

3. The proposal to approve the Company's 2013 Equity Compensation Plan was approved based on the following votes:

Votes For Votes Withheld Abstentions Broker Non-Votes 3,382,080.20 74,534.90 14,604.39 0

4. The proposal to approve, on an advisory basis, the Company's executive compensation was approved based upon the following votes:

Votes For Votes Withheld Abstentions Broker Non-Votes 3,352,212.36 103,685.73 15,321.39 0

5. The proposal on the frequency of future advisory votes on executive compensation received the following votes:

1,345,636.03 10,812.64 2,089,701.40 25,069.41 0

Based upon the results set forth above, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders every three years until the next required advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than the 2018 Annual Meeting of Stockholders.

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