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RMTI > SEC Filings for RMTI > Form 8-K on 2-May-2013All Recent SEC Filings

Show all filings for ROCKWELL MEDICAL, 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.

On April 30, 2013, Rockwell Medical, Inc. (the "Company") held its Annual Meeting of Shareholders. At the Annual Meeting, as noted in Item 5.07 below, the shareholders approved an amendment of the Company's Amended and Restated 2007 Long Term Incentive Plan, as amended (the "LTIP"), which had been previously approved by the Board of Directors of the Company on February 13, 2013 subject to shareholder approval. The amendment increases the total number of common shares subject to the LTIP from 6,250,000 to 7,750,000 shares.

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

At the Company's Annual Meeting of Shareholders on April 30, 2013, the shareholders voted to (1) reelect one incumbent director for a term expiring in 2016, (2) approve the amendment to the Company's Restated Articles of Incorporation to increase the number of authorized shares available for issuance and make certain related changes, (3) approve the amendment of the LTIP including reapproval of the performance measures in the LTIP for purposes of the performance based compensation exemption in Section 162(m) of the Internal Revenue Code, and (4) ratify the selection of Plante & Moran, PLLC as the Company's independent registered public accounting firm for 2013. Shareholders did not approve a shareholder proposal that was presented at the Annual Meeting recommending action to adopt a majority vote standard for the election of directors. The following tables set forth the final voting results on each matter.

Director Nominee For Withheld Broker Non-Votes Ronald D. Boyd 5,969,892 1,990,290 11,569,044

Broker Non- Proposal For Against Abstain Votes Approve amendment to the Company's 15,840,144 3,379,793 230,126 79,163 Restated Articles of Incorporation
Approve amendment and restatement of 5,111,952 2,650,855 197,374 11,569,045 LTIP and reapproval of performance
Ratify the selection of Plante & Moran, 18,621,246 769,434 138,544 -
Shareholder proposal re majority vote 2,450,166 5,234,058 275,957 11,569,045 standard in director elections

The amendment to the Restated Articles of Incorporation, as approved by shareholders, was filed with the State of Michigan and became effective on May 1, 2013.

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