8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2015

MUSCLEPHARM CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA	000-53166	77-0664193
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4721 Ironton Street, Building A

Denver, Colorado 80239

(Address of principal executive offices) (Zip Code)

(303) 396-6100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

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

MusclePharm Corporation (the “Company”) has adopted a form of Independent Director Consent to Serve (“IDCS”) as a new agreement which will be used in connection with the nomination, appointment and election of non-employee directors of the Company and its subsidiaries. The Board of Directors has determined that in connection with all presently serving non-employee directors; the tenure of the IDCS will govern such existing director’s service to the Company. Acceptance by each non-employee director would be a continuing requirement for service on the Board of Directors. The IDCS will supersede prior director agreements with respect to their service.

A form of the IDCS is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Additionally, effective April 19, 2015, the Company’s Board of Directors (the “Board”) increased the size of the Board to seven (7) directors.

ITEM 8.01 Other Items 

On April 20, 2015 the Company issued a Press Release, a copy of which is attached as Exhibit 99.2 hereto.

The Company is currently exploring the possibility of splitting the roles of the Company’s Chairman of the Board and that of its Chief Executive Officer. Currently, the positions of Chief Executive Officer and Chairman of the Board are filled by one individual.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.

99.1 Form of Independent Director Consent to Serve

99.2 MusclePharm Corporation Press Release dated April 20, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MUSCLEPHARM CORPORATION
Dated: April 20, 2015
	By:	/s/ Brad Pyatt
	Name:	Brad J. Pyatt
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

[DATE]

Dear Mr./Ms. [_____],

We are pleased to offer you a position as a member of the board of directors (the “Board”) of MusclePharm Corporation., a Nevada corporation (“MusclePharm”) and positions serving as a member of [each of] the Board’s [Audit Committee, Compensation Committee and Nominating Committee] (the “Committees”), subject to the conditions set forth herein. Upon your execution of this letter agreement, you will have consented to your appointment, which will be further subject to satisfactory completion of any background checks, board approval and delivery of complete and accurate information regarding your background.

You hereby also consent to the use of your name and biographical information in documentation prepared by MusclePharm as it relates to your becoming a member of MusclePharm’s Board and Committees.

The appointment and/or election of the undersigned shall be subject in all respects to the Articles of Incorporation and by-laws of the Company, all plans and policies of the Company in effect, as may be amended from time to time, and applicable federal and state laws, rules and regulations. The undersigned director acknowledges receipt of all of the applicable policies and procedures and agrees to abide by the Company’s policies and procedures at all times, as well as applicable law, including the obligation to maintain the confidence of all internal company documents, communications and information. You also agree to timely and accurately file all reports required to be filed by a director of the Company, and grant the Secretary of the Company a limited power of attorney until withdrawn to make all filings required under the federal securities laws on behalf of the director as instructed by the undersigned from time to time.

Kindly indicate your consent to the matters discussed herein by signing and returning a copy of this letter to us as soon as possible.

Sincerely,

Brad Pyatt

Chairman of the Board

AGREED AND ACCEPTED:

____________________ _____________

[NAME] Date

Enclosures:

Filing Power of Attorney for SEC.

Director and Officer Questionnaire.

EX-99.2

Exhibit 99.2

MusclePharm Announces Corporate Governance Initiatives

Company to Expand Board to Seven, With Five Independent Directors;

Separate the Roles of Chairman and CEO

Denver, CO – April 20, 2015 –MusclePharm Corporation (OTCQB: MSLP), a scientifically driven, performance-lifestyle sports nutrition company, today announced several corporate governance initiatives that are designed to best position the company to achieve its growth objectives.

“Our company has experienced tremendous growth since its inception back in 2008,” said Pyatt. “As we look ahead and prepare for the next level of growth and profitability, we are strengthening our board and management team and instituting additional best governance practices to position the company for long-term success in the future.”

The corporate governance changes announced includes increasing the number of directors on the MusclePharm Board to seven, with five independent directors. In connection with the board expansion, the Nominating and Governance Committee is putting forward its recommendations for the new board positions.

MusclePharm also announced the Board’s intention to separate the role of Chairman and CEO, which is expected to be completed by the end of 2015.

In addition, the company recently promoted John Price as chief financial officer and added a full accounting team based at its headquarters. It has also established the position of internal auditor, and completed its first Sarbanes-Oxley internal review.

About MusclePharm

MusclePharm® is a scientifically-driven, performance lifestyle company that currently develops, manufactures, markets and distributes branded nutritional supplements. The company offers a complete range of powders, capsules, tablets and gels. Its portfolio of recognized brands, including MusclePharm® Hybrid and Core Series, Arnold Schwarzenegger Series™ and FitMiss™, are marketed and sold in more than 110 countries and available in over 35,000 retail outlets globally. These clinically-proven and scientific nutritional supplements are developed through a six-stage research process utilizing the expertise of leading nutritional scientists, doctors and universities. MusclePharm is the innovator of the sports nutrition industry. For more information, visit www.musclepharm.com. Follow MusclePharm Corporation on Facebook, Twitter, and Instagram. To sign up to receive MusclePharm news via email, please visit http://ir.musclepharmcorp.com/email-alerts.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Statements that are not a description of historical facts constitute forward-looking statements and may often, but not always, be identified by the use of such words as “expects”, “anticipates”, “intends”, “estimates”, “plans”, “potential”, “possible”, “probable”, “believes”, “seeks”, “may”, “will”, “should”, “could” or the negative of such terms or other similar expressions. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in the Company’s business. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, the Company’s Quarter Reports on Form 10-Q and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update this release to reflect events or circumstances after the date hereof

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Media:

Becky Warren

(916) 607-0129

bwarren@mercuryllc.com