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ISCI > SEC Filings for ISCI > Form 8-K on 6-Jun-2013All Recent SEC Filings

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Form 8-K for ISC8 INC. /DE


6-Jun-2013

Submission of Matters to a Vote of Security Holders


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

On June 4, 2013, ISC8 Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). The matters voted upon at the Annual Meeting and the results of the voting are set forth below.

Proposal No. 1- Election of Directors


Stockholders approved the election of Seth Hamot, Bill Joll, Marc Dumont, Jack
Johnson, Thomas M. Kelly, Chester P. White and Robert L. Wilson to serve on the
Board of Directors until the 2014 annual meeting of stockholders, or until their
successors are elected and qualified.


                                       For      Withheld   Not Voted
                 Seth Hamot         99,543,730  2,252,762  21,411,043
                 Bill Joll          99,668,342  2,128,156  21,411,043
                 Marc Dumont        99,648,504  2,147,994  21,411,043
                 Jack Johnson       99,668,514  2,127,984  21,411,043
                 Thomas M. Kelly   101,757,797     38,700  21,411,043
                 Chester P. White  101,637,081    159,411  21,411,043
                 Robert L. Wilson  101,757,964     38,533  21,411,043

Proposal No. 2- Advisory Vote to Approve Executive Compensation

Stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Company's named executive officers, as disclosed in the Executive Compensation section of the Company's definitive proxy statement, dated May 4, 2013.

For Against Abstain Not Voted 98,642,447 2,344,434 809,615 21,411,043

Proposal No. 3- Advisory Vote to Approve the Frequency of Advisory Votes on Executive Compensation

Stockholders approved, on an advisory (non-binding) basis, holding an advisory vote on the compensation of the Company's named executive officers every three years. The Board of Directors will take this result into consideration, and the Company will file an amendment to this Form 8-K within the timeframe prescribed under Item 5.07 once the Board makes a final determination as to how frequently the Company will conduct an advisory vote on executive compensation in its proxy materials.

One Year Two Years Three Years Abstain Not Voted 4,158,728 21,460,456 65,363,274 10,814,038 21,411,043

Proposal No. 4- Ratification of Appointment of Auditors

Stockholders ratified the appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP as the Company's independent auditors for the fiscal year ending September 30, 2013.

For Against Abstain 122,008,352 1,014,872 184,315

For more information about the foregoing proposals, please review the Company's definitive proxy statement, filed with the Securities and Exchange Commission on May 4, 2013.


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