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WHLM > SEC Filings for WHLM > Form 8-K on 27-Sep-2013All Recent SEC Filings

Show all filings for WILHELMINA INTERNATIONAL, INC.

Form 8-K for WILHELMINA INTERNATIONAL, INC.


27-Sep-2013

Submission of Matters to a Vote of Security Holders


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

(a)-(b) On September 26, 2013, Wilhelmina International, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting").

The following sets forth information regarding the final results of the voting at the Annual Meeting:

Proposal 1: Election of Directors. The Company's stockholders elected the six director nominees recommended for election, each to serve until the Company's next annual meeting of stockholders and until their successors are duly elected and qualify. The following is a breakdown of the voting results:

      Director          Votes For  Votes Withheld Abstentions Broker Non-Votes
      Mark Schwarz      70,548,598 18,400         94,941      35,148,778
      Horst-Dieter Esch 70,555,198 11,800         94,941      35,148,778
      Clinton Coleman   70,548,598 18,400         94,941      35,148,778
      James Dvorak      70,548,598 18,400         94,941      35,148,778
      Mark Pape         70,558,398 8,600          94,941      35,148,778
      Jeffrey Utz       70,560,098 6,900          94,941      35,148,778

Proposal 2: Authority to Effect a Reverse Split. The Company's stockholders approved a proposal to grant authority to the Company's Board of Directors to effect at any time prior to December 31, 2014 a reverse stock split of the Company's common stock (the "Common Stock") at a ratio within the range from one-for-ten to one-for-forty, with the exact ratio to be set at a whole number within this range to be determined by the Board of Directors in its discretion (the "Reverse Stock Split Ratio"). The following is a breakdown of the voting results:

Votes For Votes Against Abstentions Broker Non-Votes 70,529,757 129,072 3,110 0

Proposal 3: Reduction of Authorized Shares in connection with Reverse Split. The Company's stockholders approved a proposal to amend the Company's Certificate of Incorporation to reduce the number of authorized shares of the Common Stock in proportion with the Reverse Stock Split Ratio. The following is a breakdown of the voting results:

Votes For Votes Against Abstentions Broker Non-Votes 70,530,372 128,457 3,110 0

Proposal 4: Ratification of Appointment of Montgomery Coscia Greilich, LLP. as Independent Registered Public Accountants. The Company's stockholders ratified the appointment of Montgomery Coscia Greilich, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013. The following is a breakdown of the voting results:

Votes For Votes Against Abstentions Broker Non-Votes 70,381,467 277,525 2,947 35,148,778

Proposal 5: Approval of Executive Compensation. The Company's stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers. The following is a breakdown of the voting results:

Votes For Votes Against Abstentions Broker Non-Votes 70,046,076 396,706 219,157 35,148,778

Proposal 6: Frequency of Advisory Vote on Executive Compensation. The Company's stockholders approved, on a non-binding advisory basis, the holding of an advisory vote on executive compensation every three years. The following is a breakdown of the voting results:

Every One Year Every Two Years Every Three Years Abstentions Broker Non-Votes 33,438,255 13,307 36,989,051 2,106 35,368,088

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