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IDSA > SEC Filings for IDSA > Form 8-K on 18-Jul-2013All Recent SEC Filings

Show all filings for INDUSTRIAL SERVICES OF AMERICA INC /FL | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INDUSTRIAL SERVICES OF AMERICA INC /FL


18-Jul-2013

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


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

At the annual meeting of shareholders of Industrial Services of America, Inc. (the "Company") on July 16, 2013 (the "Annual Meeting"), the shareholders of the Company approved the amendment of the Company's Articles of Incorporation (the "Amendment") pursuant to which the Company's authorized common stock would increase by 10,000,000 shares, from 10,000,000 to 20,000,000 shares. The Amendment is discussed in the proxy statement dated June 6, 2013.

On July 16, 2013, the Company filed with the Secretary of State of Florida the Amendment.

The foregoing description is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 3.1 to this Form 8-K and is hereby incorporated by reference.



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

At the annual meeting of shareholders of Industrial Services of America, Inc. (the "Company") on July 16, 2013, shareholders (1) elected each of the four Company nominees to serve a one year term on the Company's Board of Directors,
(2) ratified the appointment of Mountjoy Chilton Medley LLP, as the Company's independent registered public accounting firm for the year ending December 31, 2013, (3) approved a non-binding, advisory proposal on compensation of the Company's named executive officers, (4) approved a non-binding, advisory proposal to vote every three years on the compensation of the Company's named executive officers, (5) approved an amendment to the Articles of Incorporation to increase the authorized shares of common stock by 10,000,000 shares, and (6) approved the issuance of 225,000 shares of common stock to Blue Equity, LLC. The shareholders did not approve the issuance of options to purchase 1,500,000 shares of common stock to Blue Equity, LLC. The results of the voting are shown below.
Proposal 1-Election of Board of Directors

Company Nominees    Votes For   Votes Withheld   Broker Non-Votes
Orson Oliver        3,950,986       41,326          2,109,905
Albert Cozzi        3,953,478       38,834          2,109,905
Alan Gildenberg     2,493,959     1,498,353         2,109,905
Francesca Scarito   3,868,809      123,503          2,109,905

Proposal 2-Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For Votes Against Abstain Broker Non-Votes 6,032,256 6,946 63,015 -

Proposal 3-Approval of a Non-Binding, Advisory Proposal on Compensation of Named Executive Officers
Although this vote is non-binding on the Company or the Board of Directors, the stockholders approved the executive compensation of the named executive officers based on the votes listed below:

Votes For Votes Against Abstain Broker Non-Votes 3,889,047 91,333 11,932 2,109,905


Proposal 4-Approval of a Non-Binding, Advisory Proposal to Determine the Frequency of Conducting Future Advisory Votes on the Compensation of Named Executive Officers
Although this vote is non-binding on the Company or the Board of Directors, the stockholders approved a three (3) year frequency of conducting future advisory votes on executive compensation based on the votes listed below:

One Year Two Years Three Years Abstain 698,391 41,615 3,236,836 15,470

After considering the preferences expressed at the annual meeting, the Company's Board of Directors determined to hold future non-binding, advisory votes on executive compensation every three (3) years, so that the next such vote will be held at its 2016 Annual Meeting of Shareholders. Under section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, the Company will hold another vote on the frequency of shareholder votes on the compensation of executives no later than its 2019 Annual Meeting of Shareholders.
Proposal 5-Approval of an Amendment to the Articles of Incorporation to Increase the Authorized Shares of Common Stock by 10,000,000 shares Votes For Votes Against Abstain Broker Non-Votes 5,569,427 228,140 77,092 227,558

Proposal 6-Approval of the Issuance of Options to Purchase 1,500,000 Shares of
Common Stock to Blue Equity, LLC
Votes For   Votes Against   Abstain   Broker Non-Votes
1,753,656     2,056,346     182,310      2,109,905



Proposal 7-Approval of the Issuance of 225,000 Shares of Common Stock to Blue
Equity, LLC
Votes For   Votes Against   Abstain   Broker Non-Votes
3,583,131      235,819      173,362      2,109,905



Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description

3.1 Articles of Amendment to Articles of Incorporation


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