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ERB > SEC Filings for ERB > Form 8-K on 22-Aug-2013All Recent SEC Filings

Show all filings for ERBA DIAGNOSTICS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ERBA DIAGNOSTICS, INC.


22-Aug-2013

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 19, 2013, Kishore "Kris" Dudani and Philippe Gadal (collectively, the "Directors"), each a member of the Board of Directors (the "Board") of ERBA Diagnostics, Inc. (the "Company"), delivered to the Company conditional resignations from the Board as described in further detail below (the "Conditional Resignations"). Each Director's current three-year term as a member of the Board expires at the Company's 2013 Annual Meeting of Stockholders (the "Annual Meeting"), which is currently scheduled to be held on September 10, 2013. Each Director has been nominated to be re-elected to serve as a member of the Board for a three-year term expiring at the annual meeting of stockholders of the Company to be held during the fiscal year ending December 31, 2016.

At the Annual Meeting, the Company's stockholders will be voting on a proposal to amend the Company's Amended and Restated Certificate of Incorporation to declassify the Company's Board (the "Proposal"). Each Conditional Resignation states that, if and only if the Proposal to declassify the Company's Board is approved by the Company's stockholders at the Annual Meeting, then each Director will resign from his position as a member of the Board with such resignation effective at the annual meeting of stockholders of the Company to be held during the fiscal year ending December 31, 2014 such that each Director will serve only one year of his three-year term. The Conditional Resignations also state that the Directors understand that they will be eligible to be nominated for election at the annual meeting of stockholders of the Company to be held during the fiscal year ending December 31, 2014. If the Proposal to declassify the Company's Board is not approved by the Company's stockholders at the Annual Meeting, then the Directors' Conditional Resignations will not be effective and the Directors will serve for the entire three-year term on the Board expiring at the annual meeting of stockholders of the Company to be held during the fiscal year ending December 31, 2016.

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