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

Show all filings for REVOLUTION LIGHTING TECHNOLOGIES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for REVOLUTION LIGHTING TECHNOLOGIES, INC.


17-May-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal


Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 17, 2013, Revolution Lighting Technologies, Inc. ("Revolution" or the "Company") filed with the Secretary of State of the State of Delaware a Certificate of Amendment, in the form of Exhibit 3.1 attached hereto (the "Certificate of Amendment"), amending the fourth paragraph of its Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 120,000,000 to 150,000,000. The Certificate of Amendment will be effective as of 12:01a.m. New York City time on May 17, 2013.



Item 5.07 Submission Of Matters To A Vote of Security Holders.

(a) The annual meeting of stockholders of the Company was held on May 15, 2013.

(b) At the meeting, Robert V. LaPenta, Charles J. Schafer, James A. DePalma, Robert V. LaPenta, Jr., Robert A. Basil, Jr., William D. Ingram, Stephen G. Virtue and Dennis McCarthy were elected to the Board of Directors for a one-year term expiring at the Company's annual meeting of stockholders in 2014.

The matters voted upon at the annual meeting and the final voting results with respect to such matters are as follows:

Election of Directors



         NAME                        FOR          WITHHOLD      BROKER NON-VOTES

         Robert V. LaPenta         46,268,692             0                     0
         Charles J. Schafer        46,268,692             0                     0
         James A. DePalma          46,268,692             0                     0
         Robert V. LaPenta Jr.     46,268,692             0                     0
         Robert A. Basil Jr.       46,268,692             0                     0
         William D. Ingram         46,268,692             0                     0
         Stephen G. Virtue         46,268,692             0                     0
         Dennis McCarthy           46,268,692             0                     0

-2-


Proposals



PROPOSAL                                              FOR              AGAINST          ABSTAIN

Ratification of McGladrey LLP as the
Company's independent registered public
accounting firm for 2013                            46,268,692                0                0

Approval of named executive officer
compensation                                        46,268,692                0                0

Approval of Revolution Lighting
Technologies, Inc. 2013 Stock Incentive Plan        46,268,692                0                0

Approval of amendment to the Company's
Amended and Restated Certificate of
Incorporation increasing the number of
authorized shares of common stock from
120,000,000 to 150,000,000                          46,268,692                0                0




                                       TWO YEARS          ONE YEAR          THREE YEARS          ABSTAIN
Frequency of future advisory
votes on executive compensation         46,268,692                0                    0                0

(d) In light of the votes at the annual meeting for the proposal regarding the frequency of future advisory votes on executive compensation, the Board of Directors has determined that the Company shall hold an advisory stockholder vote on executive compensation every two years.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                                     Description

3.1          Certificate of Amendment to the Amended and Restated Certificate of
             Incorporation of Revolution Lighting Technologies, Inc.

-3-


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