Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
ERB > SEC Filings for ERB > Form 8-K on 10-Sep-2013All Recent SEC Filings

Show all filings for ERBA DIAGNOSTICS, INC.

Form 8-K for ERBA DIAGNOSTICS, INC.


10-Sep-2013

Submission of Matters to a Vote of Security Holders, Regulation FD Disclos


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

The 2013 Annual Meeting of Stockholders (the "Annual Meeting") of ERBA Diagnostics, Inc. (the "Company") was held on September 10, 2013. At the Annual Meeting, the Company's stockholders voted on four matters with the following results.

1. The Company's stockholders elected three directors to the Company's Board of Directors (the "Board"): Kishore "Kris" Dudani, Philippe Gadal, Pharm. D. and Sanjiv Suri. Mr. Dudani and Dr. Gadal were elected to serve for a three-year term expiring at the Company's 2016 Annual Meeting of Stockholders and Mr. Suri was elected to serve for a one-year term expiring at the Company's 2014 Annual Meeting of Stockholders. The three director nominees were elected by the Company's stockholders by the following votes:

                              Votes       Votes      Broker
Director                       For       Withheld   Non-Votes

Kishore "Kris" Dudani       37,027,631   377,712        0

Philippe Gadal, Pharm. D.   37,352,160    53,183        0

Sanjiv Suri                 37,008,788   396,555        0

2. The Company's stockholders approved the amendment of the Company's Amended and Restated Certificate of Incorporation to declassify the Company's Board of Directors. The Company's stockholders voted as follows:

                       Votes       Votes                 Broker
                        For       Against   Abstained   Non-Votes

                     37,350,244   25,899     29,200         0

3. The Company's stockholders made a non-binding advisory vote to approve Named Executive Officer compensation, commonly known as "say-on-pay." The Company's stockholders voted as follows:

                       Votes       Votes                 Broker
                        For       Against   Abstained   Non-Votes

                     37,325,247   79,896       200          0

4. The Company's stockholders made a non-binding advisory vote that the Company should hold future advisory votes on Named Executive Officer compensation, commonly known as "say-on-frequency," every three years. The Company's stockholders voted as follows:

                                Every      Every
                       Every    Other      Three
                       Year      Year      Years      Abstained

                      760,287   79,086   36,530,505    35,465



Item 7.01 Regulation FD Disclosure.

As previously disclosed, on August 19, 2013, Kishore "Kris" Dudani and Philippe Gadal, Pharm. D. (collectively, the "Directors"), each a member of the Board of the Company, delivered to the Company conditional resignations from the Board as described in further detail below (the "Conditional Resignations"). Each Director's three-year term as a member of the Board expired at the Company's Annual Meeting and each Director was re-elected at the Annual Meeting 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 approved the amendment of the Company's Amended and Restated Certificate of Incorporation to declassify the Company's Board (the "Proposal"). As previously disclosed, each Conditional Resignation stated that if the Proposal was approved by the Company's stockholders at the Annual Meeting, then each Director would 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 stated 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. Accordingly, the ultimate combined effect of the Conditional Resignations and the approval of the Proposal is that the Directors will serve for one year until the annual meeting of stockholders of the Company to be held during the fiscal year ending December 31, 2014.

The information in this Current Report on Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

  Add ERB to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for ERB - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.