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VSCP > SEC Filings for VSCP > Form 8-K on 19-Aug-2013All Recent SEC Filings

Show all filings for VIRTUALSCOPICS, INC.

Form 8-K for VIRTUALSCOPICS, INC.


19-Aug-2013

Submission of Matters to a Vote of Security Holders


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

At the Annual Meeting of Stockholders of VirtualScopics, Inc. (the "Company") held on August 13, 2013 (the "2013 Annual Meeting"), the following nominees for director were elected to serve until the 2014 Annual Meeting of Stockholders and until a successor is elected and qualified, with stockholder votes cast as follows:

PROPOSAL 1: To elect eight (8) members to the Company's Board of Directors to serve a one (1) year term.

                                     Number of Votes
                           For       Withheld    Broker Non-Votes
Robert G. Klimasewski   15,838,318   2,483,041      10,682,091
Mostafa Analoui         17,218,350   1,103,009      10,682,091
Eric Converse           17,211,000   1,110,359      10,682,091
Daniel I. Kerpelman     15,837,818   2,483,541      10,682,091
Bruce L. Lev            17,208,500   1,112,859      10,682,091
L. Jeffrey Markin       17,444,114    877,245       10,682,091
Charles E. Phelps       17,203,000   1,118,359      10,682,091
Terence A. Walts        15,122,221   3,199,138      10,682,091

On other business conducted at the Annual Meeting, the stockholders (i) ratified the appointment of Marcum LLP as the Company's Independent Registered Public Accounting Firm for the year ending December 31, 2013, (ii) approved an amendment to the Certificate of Incorporation, as described in the Company's Proxy Statement, dated July 2, 2013, relating to the 2013 Annual Meeting, to effect a reverse stock split of the Company's outstanding common stock at an exchange ratio ranging from 1-for-2 to 1-for-10, as determined by the Company's Board of Directors in its discretion at any time between the date of the 2013 Annual Meeting and August 13, 2014, without further approval from the stockholders, (iii) approved, on an advisory basis, the compensation of certain of the Company's executive officers, and (iv) indicated, on an advisory basis, a preferred frequency of one (1) year for holding an advisory vote on the compensation of the Company's named executive officers. The following tables present the final voting results for the proposals presented for stockholder approval. Unless otherwise indicated, all results presented below reflect the voting power of the Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C-1 Preferred Stock, voting together as a single class:

PROPOSAL 2: To ratify the appointment of Marcum LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013.

Number of Votes For Against Abstain All Classes Voting Together 27,225,131 535,330 1,242,989

PROPOSAL 3: To approve an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Company's outstanding common stock in the range of 1-for-2 to 1-for-10, as determined by the Company's Board of Directors in its discretion at any time between the date of the Annual Meeting and August 13, 2014, without further approval from the stockholders.

Number of Votes For Against Abstain All Classes Voting Together 23,974,281 1,659,467 3,369,702

PROPOSAL 4: To cast a non-binding advisory vote approving the compensation of certain of the Company's executive officers.

                                                 Number of Votes
                                 For        Against     Abstain    Broker Non-Votes
All Classes Voting Together   15,643,720   1,377,244   1,300,395      10,682,091




PROPOSAL 5: To cast a non-binding advisory vote regarding the frequency of
advisory votes approving the compensation of certain of the Company's executive
officers.

                                                     Number of Votes
                                                                           Abstentions and
                              Three years     Two years       One year     Broker Non-Votes
All Classes Voting Together    1,360,267        90,745       15,518,659       12,033,779

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