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MELA > SEC Filings for MELA > Form 8-K on 29-Apr-2013All Recent SEC Filings

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Form 8-K for MELA SCIENCES, INC. /NY


29-Apr-2013

Submission of Matters to a Vote of Security Holders


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

The 2013 Annual Meeting of Stockholders (the "Annual Meeting") of MELA Sciences, Inc. (the "Company") was held on April 25, 2013.

The Company's stockholders voted on four proposals as follows: to elect directors for the ensuing year ("Proposal 1"); to approve an amendment to the Company's Fifth Amended and Restated Certificate of Incorporation increasing the number of authorized shares of common stock from 45,000,000 to 95,000,000 ("Proposal 2"); to approve the Company's 2013 Stock Incentive Plan ("Proposal 3"); and to ratify the selection by the Audit Committee of the Company's Board of Directors of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 ("Proposal 4").

All nominees for election to the Board of Directors were elected to serve until the 2014 Annual Meeting of Stockholders and until their respective successors are elected and qualified, or until such director's earlier death, resignation or removal. The stockholders also approved Proposals 2 and 3 and ratified Proposal 4. The number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each proposal is set forth below.

                             Shares For       Shares Withheld       Broker Non-Votes
    Proposal 1

    Joseph V. Gulfo, M.D.     14,514,640             1,475,953             20,779,067
    Robert Coradini           14,027,424             1,963,169             20,779,067
    Anne Egger                13,028,091             2,962,502             20,779,067
    Mark Fabiani              14,484,706             1,505,887             20,779,067
    Mindy Meads               14,063,831             1,926,762             20,779,067
    David K. Stone            14,520,264             1,470,329             20,779,067
    Kathryn Swintek           14,521,257             1,469,336             20,779,067
    LuAnn Via                 14,470,630             1,519,963             20,779,067




                                                            Shares           Broker
                     Shares For       Shares Against      Abstaining       Non-Votes
       Proposal 2     26,082,718            8,702,633       1,984,309              -0-
       Proposal 3      8,217,679            6,029,142       1,743,772       20,779,067
       Proposal 4     33,888,498            2,152,216         728,946              -0-


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