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GPIC > SEC Filings for GPIC > Form 8-K on 17-May-2013All Recent SEC Filings

Show all filings for GAMING PARTNERS INTERNATIONAL CORP | Request a Trial to NEW EDGAR Online Pro



Notice of Delisting or Failure to Satisfy a Continued Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 16, 2013, Gaming Partners International Corporation (the "Company") notified the Nasdaq Stock Market ("NASDAQ"), the stock exchange on which the Company's common stock is listed, that the Company is not in compliance with NASDAQ Listing Rule 5605(c)(2) requiring the Company to have an Audit Committee comprised of three independent directors and that the Company intends to avail itself of the cure period provided in NASDAQ Listing Rule 5605(c)(4)(B).

The Company's noncompliance with NASDAQ Listing Rule 5605(c)(2) is as a result of Martin A. Berkowitz not being reappointed to the Audit Committee based on his appointment as the Company's interim Chief Administrative Officer, as disclosed in Item 8.01 of this Form 8-K. The cure period provided in NASDAQ Listing Rule 5605(c)(4)(B) allows the Company to regain compliance as follows:

until the earlier of the Company's next annual stockholder's meeting or May 15, 2014; or

if the next annual stockholders meeting is held before November 11, 2013, then the Company must evidence compliance no later than November 11, 2013.

Because the Company does not intend to hold its next annual stockholder's meeting prior to November 11, 2013, the Company expects that the cure period provided by NASDAQ Listing Rule 5605(c)(4)(B) will expire on May 15, 2014.

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

The 2013 annual meeting of the stockholders of the Company was held on May 15, 2013. Items of business set forth in the Company's proxy statement dated April 9, 2013 that were voted on and approved are as follows:

(1) Election of Directors:

Nominee                    For      Withheld   Broker Non-Vote

Martin A. Berkowitz     6,401,607   168,147        982,364
Eric P. Endy            5,990,433   579,321        982,364
Gregory S. Gronau       6,001,686   568,068        982,364
Charles R. Henry        6,402,107   167,647        982,364
Robert J. Kelly         6,406,707   163,047        982,364
Jean-Francois Lendais   5,994,487   575,267        982,364
Alain Thieffry          5,877,735   692,019        982,364

(2) Ratification of Moss Adams LLP, as the Company's Independent Registered Public Accounting Firm for the year ending December 31, 2013:

For Against Abstain Broker Non-Vote 7,465,452 79,267 7,399 -

(3) Advisory vote to approve named executive officers compensation:

For Against Abstain Broker Non-Vote 6,312,730 159,252 97,772 982,364

(4) Advisory vote on the frequency of the advisory vote to approve named executive officers compensation:

1 Year 2 Years 3 Years Abstain Broker Non-Vote 6,312,010 130,788 117,882 9,074 982,364

Following consideration of the stockholder vote on the frequency proposal, the Company's Board of Directors has determined to hold an advisory vote on executive compensation every year.

Item 8.01 Other Events.

On May 15, 2013, the Company announced that its Board of Directors has appointed Martin A. Berkowitz, a Director of the Company, as interim Chief Administrative Officer, effective immediately. The press release is furnished as Exhibit 99.1.

Mr. Berkowitz will join the Company's executive staff on an interim basis. The following departments will report to him: Finance, Legal, Human Resources and Information Technology. Mr. Berkowitz will remain a member of the Company's Board of Directors. However, in connection with his appointment as interim Chief Administrative Officer, Mr. Berkowitz was not reappointed to the Company's Audit Committee, Compensation Committee or Nomination and Governance Committee.

Director Robert Kelly, an Audit Committee member, was found by the Company's Board of Directors to meet the financial sophistication requirements of NASDAQ rule 5605(c)(2)(A).

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