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): July 7, 2015
VAPOR CORP.
(Exact name of registrant as specified in its charter)
Delaware | 001-36469 | 84-1070932 | ||
(State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
of Incorporation) | File Number) | Identification No.) |
3001 Griffin Road
Dania Beach, Florida 33312
(Address of Principal Executive Office) (Zip Code)
(888) 766-5351
(Registrant’s telephone number, including area code)
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:
[ ] 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-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 7, 2015, the Board of Directors of Vapor Corp. (the “Company”), after the Annual Meeting of Shareholders described below, appointed Nikhil Raman as a director. Mr. Raman was also appointed to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Company as an independent director in conformity with the Nasdaq Stock Market Rules.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 7, 2015, the Company held its Annual Meeting of Shareholders at which the Company’s shareholders elected the members of the Company’s Board of Directors to serve until the Company’s next Annual Meeting of Shareholders and voted on a number of additional proposals which were described in greater detail in the Company’s definitive proxy materials filed with the Securities and Exchange Commission on May 22, 2015, as supplemented. Voting results were as follows:
Proposal 1. Election of Directors
The Company’s shareholders elected four individuals to the Company’s Board of Directors for the succeeding year or until their successors are duly qualified and elected as set forth below:
Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Jeffrey Holman | 10,556,265 | 2,009,915 | 11,386,349 | |||||||||
Gregory Brauser | 11,842,326 | 723,854 | ||||||||||
William C. Conway III | 11,845,893 | 720,287 | ||||||||||
Daniel MacLachlan | 11,862,514 | 703,666 |
As previously disclosed, Ms. Angela Courtin resigned as a director prior to the Annual Meeting of Shareholders.
Proposal 2. Approval and Ratification of the 2015 Equity Incentive Plan
The Company’s shareholders approved and ratified the Company’s 2015 Equity Incentive Plan as set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
11,300,381 | 1,168,573 | 97,226 | 11,385,349 |
Proposal 3. Shareholder Advisory Vote on Named Executive Officer Compensation
The Company’s shareholders cast their votes with respect to the advisory vote to approve executive compensation as set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
11,225,733 | 1,238,429 | 102,018 | 11,385,349 |
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Proposal 4. Shareholder Advisory Vote on Frequency of Advisory Vote
The Company’s shareholders cast their votes with respect to the advisory vote on the frequency of the approval of executive compensation as set forth below:
1 Year | 2 Years | 3 Years | Abstentions | |||||||||||
2,927,086 | 874,500 | 8,709,021 | 55,573 |
The Board of Directors has determined that the Company shall have an advisory shareholder vote on executive officer compensation every three years.
Proposal 5. Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2015
The Company’s shareholders ratified the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 as set forth below:
Votes For | Votes Against | Abstentions | ||||||||
22,354,067 | 961,898 | 635,564 |
Proposal 6. Approval of an amendment to the Company’s Certificate of Incorporation to increase the authorized shares of common stock to 150,000,000 shares.
The Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation to increase the authorized shares of common stock to 150,000,000 shares as set forth below:
Votes For | Votes Against | Abstentions | ||||||||
21,110,629 | 2,320,568 | 520,332 |
Proposal 7. Approval of an amendment to the Company’s Certificate of Amendment to effect a Reverse Stock Split.
The Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation to effectuate the following reverse stock splits as set forth below:
Split Ratio | Votes For | Votes Against | Abstentions | |||||||||
1 for 2 | 21,917,208 | 1,934,659 | 99,662 | |||||||||
1 for 5 | 21,412,868 | 2,442,686 | 95,975 | |||||||||
Between 1 for 2 and 1 for 5 | 21,338,425 | 2,457,626 | 155,478 |
Item 8.01. Other Events.
On July 7, 2015, the Company filed an amendment to its Certificate of Incorporation to effectuate a one-for-five reverse stock split and to increase its authorized common stock to 150,000,000 shares of common stock. The amendments will be effective on July 8, 2015 at 11:59 pm.
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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.
VAPOR CORP. | ||
Date: July 7, 2015 | By: | /s/ James Martin |
Name: | James Martin | |
Title: | Chief Financial Officer |
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