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SPEX > SEC Filings for SPEX > Form 8-K on 7-Feb-2014All Recent SEC Filings

Show all filings for SPHERIX INC

Form 8-K for SPHERIX INC


7-Feb-2014

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders (the "Annual Meeting") of Spherix Incorporated (the "Company") was held on February 6, 2014. The Annual Meeting was initially called to order on January 22, 2014 and was adjourned to February 5, 2014 due to the lack of quorum. Upon reconvening the Annual Meeting on February 5, 2014, the Annual Meeting was further adjourned to February 6, 2014. At the reconvened Annual Meeting, the stockholders voted on the following ten proposals and cast their votes as described below.

1. The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified.

                           For    Withheld Broker Non-Vote
Robert J. Vander Zanden 1,976,415  12,580      503,474
Douglas T. Brown        1,976,462  12,533      503,474
Anthony Hayes           1,981,947  7,048       503,474
Edward M. Karr          1,976,462  12,533      503,474
Harvey J. Kesner        1,975,372  13,623      503,474
Alexander Poltorak      1,982,864  6,131       503,474

2. A proposal to authorize the issuance of securities in one or more non-public offerings in accordance with NASDAQ Marketplace Rule 5635. This proposal was approved and the votes were cast as follows:

For Against Abstain Broker Non-Vote 1,959,884 14,136 14,975 503,474

3. A proposal to approve any change of control as used by NASDAQ Marketplace Rule 5635 that may result from the potential issuance of securities in the non-public offerings. This proposal was approved and the votes were cast as follows:

For Against Abstain Broker Non-Vote 1,966,483 12,720 9,792 503,474

4. A proposal to approve the Company's Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock and preferred stock to 200,000,000 shares from 50,000,000 shares and 50,000,000 shares from 5,000,000 shares, respectively. This proposal was approved and the votes were cast as follows:

For Against Abstain Broker Non-Vote 1,777,165 22,056 189,774 503,474

5. A proposal to approve the Company's Amended and Restated Certificate of Incorporation to require the Company to indemnify its directors, officer and agents and advance expenses to such persons to the fullest extent permitted by Delaware law. This proposal was approved and the votes were cast as follows:

For Against Abstain Broker Non-Vote 1,788,522 9,192 191,281 503,474

6. A proposal to ratify the Company's Amended and Restated Bylaws. This proposal was approved and the votes were cast as follows:

For Against Abstain Broker Non-Vote 1,789,041 10,443 189,511 503,474


7. A proposal to ratify the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013. This proposal was approved and the votes were cast as follows:

For Against Abstain Broker Non-Vote 2,261,845 24,586 206,038 0

8. A proposal to approve, on an advisory basis, the compensation of the Company's named executive officers. This proposal was approved and the votes were cast as follows:

For Against Abstain Broker Non-Vote 1,789,003 9,472 190,520 503,474

9. A proposal to recommend, on an advisory basis, a three-year frequency with which the Company should conduct future stockholder advisory votes on named executive officer compensation. The three-year frequency was approved and the votes were cast as follows:

One Year Two Year Three Years Abstain Broker Non-Vote 272,353 8,375 1,696,565 11,702 503,474

10. A proposal to approve the Spherix Incorporated 2014 Equity Incentive Plan, including the reservation of 2,400,000 shares of common stock for issuance thereunder. This proposal was approved and the votes were cast as follows:

For Against Abstain Broker Non-Vote 1,754,575 43,528 190,892 503,474


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